[DESCRIPTION] 1994 10-K
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 [FEE REQURIED]
For the fiscal year ended December 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO REE REQUIRED]
For the Transition Period From to
_______________ _________________
Commission file number 1-7155.
______
THE DUN & BRADSTREET CORPORATION
________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 13-2740040
_______________________ ___________________________________
(State of incorporation) (I.R.S. Employer Identification No.)
187 Danbury Road, Wilton, Connecticut 06897
_______________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203)834-4200
_____________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
____________________________________ _______________________
Common Stock, par value $1 per share 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, 1995, 169,669,960 shares of Common Stock of The Dun
& Bradstreet Corporation were outstanding and the aggregate market
value of such Common Stock held by nonaffiliates (based upon its
closing transaction price on the Composite Tape on such date) was
approximately $8,483 million.
(Continued)
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Documents Incorporated by Reference
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PART I
______
ITEM 1 -Business Performance & Outlook, 1994, Pages
35 and 36, Note 15 Operations by
Business Segments and page 36,
Note 16 Operations by Geographic
Area, of the 1994 Annual Report.
ITEM 3 -Legal Proceedings Page 33, Note 13 Litigation, of
the 1994 Annual Report.
PART II
________
ITEM 5 -Market for the Registrant's Page 20, Financial Review, of the
Common Equity and Related 1994 Annual Report.
Stockholder Matters
ITEM 6 -Selected Financial Data Pages 38 and 39, Ten-Year Selected
Financial Data, of the 1994 Annual
Report.
ITEM 7 -Management's Discussion Pages 16 to 20, Financial Review,
and Analysis of Financial of the 1994 Annual Report.
Condition and Results of
Operations
ITEM 8 -Financial Statements and Pages 21 to 37 of the 1994 Annual
SupplementaryData Report.
PART III
________
ITEM 10 -Directors and Executive Pages 2 to 4 of the Company's
Officers of the Registrant Proxy Statement dated March 10,
1995.
ITEM 11 -Executive Compensation Pages 17 to 27 of the Company's
Proxy Statement dated March 10,
1995.
ITEM 12 -Security Ownership of Pages 27 to 29 of the Company's
Certain Beneficial Proxy Statement dated March 10,
Owners and Management 1995.
ITEM 13 -Certain Relationships and Pages 27 to 29 of the Company's
Related Transactions Proxy Statement dated March 10,
1995.
__________________________________________________________
The Index to Exhibits is located on Pages 23 to 25.
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PART I
As used in this report, except where the context indicates
otherwise, the term "Company" means The Dun & Bradstreet Corporation
and all subsidiaries consolidated in the financial statements
contained herein.
ITEM 1. BUSINESS
(a)(1) The Dun & Bradstreet Corporation was incorporated under the
laws of the State of Delaware on February 6, 1973 and became the parent
holding company of Dun & Bradstreet, Inc. and its subsidiaries on June
1, 1973. Dun & Bradstreet, Inc. was incorporated under the laws of the
State of Delaware in 1930 and is the successor to a business commenced
in 1841.
(2) Not applicable.
(b)(1) The response to this item is incorporated herein by
reference to Note 15 Operations by Business Segments on Pages 35 to 36
of the 1994 Annual Report.
(2) Not applicable.
(c)(1) The Dun & Bradstreet Corporation is a non-operating holding
company whose revenue is derived primarily from dividends received from
its subsidiaries. Reference should be made to EXHIBIT B, List of
Active Subsidiaries as of January 31, 1995, which describes the
Company's subsidiaries. A descriptive narrative of the Company's
business segments follows item (d).
The number of full-time equivalent employees at December 31, 1994
was approximately 47,100.
(d) The response to this item is incorporated herein by reference
to Note 16 Operations by Geographic Area on Page 36 of the 1994 Annual
Report.
The Company is the world's leading marketer of information,
software and services for business decision making. Its operations
can be divided into five business segments: Marketing Information
Services, Risk Management and Business Marketing Information Services,
Software Services, Directory Information Services and Other Business
Services. A narrative description of the Company's operations by
business segment follows.
MARKETING INFORMATION SERVICES
IMS International, Inc.
IMS International, Inc. (IMS) provides information and decision
support services to the pharmaceutical and healthcare industries.
IMS' principal services are sales territory reports, national
pharmaceutical-sales audits and national medical audits, as well as a
multinational data analysis system. Within each of these product
classes, individual country-level reports may differ in one or more
important characteristics depending on the circumstances of local
pharmaceutical sales and distribution. IMS' reports are provided in
printed format, as well as on-line inquiry-batch processing services
and as part of electronic customer-site workstations. IMS provides
information services covering over 70 countries and maintains offices
in 53 countries on six continents, with 69% of total revenue
generated outside the U.S.
Sales-territory reports measure the effectiveness of pharmaceutical
companies' sales forces, by product and product group within a
geographic configuration tailored to each client's needs. IMS sales-
territory reports are available in 26 countries and account for
approximately 40% of IMS' worldwide revenues. New product
introductions in 1994 included Xponent and PlanTrak pharmacy and
managed-care information services and the Japan Sales Territory
Report.
Pharmaceutical audits are syndicated reports which measure sales
of pharmaceutical products for an entire national market and are
primarily used by pharmaceutical companies to understand market
dynamics and plan effective business strategies. Pharmaceutical
audits are available in over 65 countries.
National medical audits are syndicated reports utilizing data
from physician practices to provide information on how pharmaceutical
products are used, including patient and doctor details, diagnosis
and drug therapy. Medical audits are available in over 40
countries.
During 1994, IMS acquired Amfac Chemdata in Australia, a leading
developer of pharmacy management software, and Emron, a provider of
managed-care information, software and marketing services to
pharmaceutical manufacturers.
The raw data from which IMS' services are generated are derived
either from statistically selected panels of drugstores, hospitals,
physicians, etc., or from activities such as warehouse shipments or
wholesalers sales data. To protect privacy, no individual patient is
identified in any IMS medical database. IMS has generally well-
established relationships with the sources required to create its
databases and in many cases has historical connections with the trade
associations and professional societies involved.
All major pharmaceutical companies are customers of IMS and many
of the companies subscribe to reports and services in several
countries. The scope of IMS' customer base enables it to avoid
dependence on any single customer.
While the services offered by IMS are in many ways unique in their
scope and completeness, there is competition in many countries in
which it operates from other market research firms, direct mail and
information service firms, as well as the in-house capabilities of
its customers. Competition has traditionally arisen on a country-by-
country basis but one company now provides information services to
the pharmaceutical industry in a number of countries. However, no
competitor has the global presence nor offers the range of services
that IMS does.
Nielsen
Nielsen participates in the global consumer marketing information
services market. Nielsen is the world's largest marketing information
and services supplier. Nielsen supplies a wide range of services that
help consumer-goods manufacturers screen, plan, test and evaluate their
individual brands and marketing programs. Comprehensive information is
supplied on sales volume, shares, trends, pricing, promotion,
distribution and inventory levels. Nielsen is a leader in providing
these services to numerous industries including the grocery, beverage
and health and beauty care industries. An extensive range of test-
marketing services, innovative applications, analytical services and
software tools is also provided. Nielsen offers services to consumer-
goods marketers in 90 countries worldwide, with approximately three-
quarters of its revenues generated outside the U.S.
Nielsen provides a measurement of the consumer response at the
actual point of sale -- the final result of the manufacturer's and
retailer's production and marketing efforts. From a sample of retail
stores, Nielsen collects point-of-sale information via electronic means
such as scanning of universal product codes (UPC) and store visits by
professional auditors. In the U.S. and other countries where
electronic point-of-sale data are available, weekly reporting of
product sales and related marketing information is the primary product
offering along with value-added analysis, such as market-response
modeling and promotion effectiveness studies. In the audit
environment, store purchases are combined with change-of-stock-on-
hand data to produce data on sales to consumers, retail inventories,
brand distribution, out-of-stock items, prices and displays. Nielsen
has established a unit devoted to Efficient Consumer Response (ECR),
an emerging trend in the consumer packaged goods industry to
streamline distribution and sales processes, eliminate waste and
deliver products to consumers faster and at a lower cost. Nielsen
has formed several strategic alliances to enhance its capabilities
in ECR and to begin instituting best practices in the industry.
Through the addition of Nielsen's household-panel data,
information is not only provided on what stores are selling, but also
on what cooperating households are buying. Nielsen Household Services
provide manufacturers and retailers with detailed consumer-behavior
analyses that help identify target audiences and assess advertising
and marketing effectiveness. These data, coupled with advertising
and promotion stimuli, by household, provide a powerful addition to
Nielsen's retail-store databases. Household data are available in
many countries including the U.S.
Through Nielsen's decision-support and software services,
customers can retrieve data and analyze information via personal
computers and terminals installed in their offices. Customers can
access information in a number of ways, including on-line connection
to mainframes or downloading data into the customer's personal
computer or internal management information systems. Nielsen provides
a number of analytic applications that assist customers in a more
productive and efficient use of their own and Nielsen's information.
The Nielsen Workstation, an innovative Windows-based software system,
allows marketing and sales managers to integrate and evaluate
information from a wide array of sources. Nielsen Spotlight is an
expert system that
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enables users to access a database to find the most important facts
related to volume and share changes for a brand and searches for the key
factors that influence these share changes. Opportunity Explorer helps
manufacturers' marketing and sales force personnel understand category
dynamics and pinpoint opportunities for increasing sales. Promotion
Simulator takes the analysis to the next stage by helping the sales
force evaluate and plan promotion strategies with the retailers. The
SPACEMAN space management family of products offers a hierarchy of
integrated solutions for analyzing merchandising variables and producing
automated "planograms." Nielsen Solution System will provide a faster
and more efficient method of accessing and analyzing information. The
increased flexibility and functionality of Nielsen Solution System
provides for greater depth and breadth of information analysis.
During 1994, Nielsen acquired Survey Research Group (SRG), the
premier supplier of market research information throughout Asia. This
acquisition will build upon Nielsen's commitment to provide customers
worldwide a full range of solution services including advanced
software, advertising expenditure measurement, customized research,
household panel information, readership research, retail and
wholesale tracking, scanning and television audience measurement.
This acquisition gives Nielsen a strong position in one of the most
rapidly expanding markets in the world.
Nielsen's products and services are subject to direct and
indirect competition from rival marketing research, information
services and software companies, marketing research departments of
advertisers, advertising agencies and consulting firms, as well as
the in-house operations of a number of large manufacturers and
publishers. There are six major competitors worldwide, located in
the U.S., Europe, Latin America and the Far East, but none has the
global depth and breadth of coverage that Nielsen provides.
Nielsen Media
Nielsen Media measures television audiences and reports this and
related information to advertisers, advertising agencies,
syndicators, broadcast networks, cable networks, cable operators,
television stations and station representatives in order to increase
the effectiveness of television advertising and programming. This
syndicated information is offered on a subscription basis. Custom
or ad-hoc analyses of the data are also offered. The information
is then used by subscribers to buy, sell, plan and price television
time and to make programming and scheduling decisions.
In 1994, advertisers spent approximately $33.7 billion on
television advertising, including $2.2 billion on cable television
advertising, according to McCann-Erickson Worldwide, to bring a
variety of programs and advertising messages to approximately 95.4
million U.S. television households. These data underscore the need
for television stations, networks, advertisers, advertising agencies
and others to obtain reports on how many households and types of
people are reached by such programming.
Nielsen Media measures television audiences and reports data
through six services: Nielsen Television Index, Nielsen Syndication
Services, Nielsen Homevideo Index, Nielsen Station Index, Nielsen
Hispanic Television Index and Nielsen Hispanic Station Index.
Nielsen Television Index provides daily audience measurement and
demographic estimates for all national broadcast network-television
programs through the use of the Nielsen People Meter. Nielsen
Syndication Services provides reports and services on both the local
and national levels to the program syndication segment of the
television industry. Nielsen Homevideo Index provides viewing
measurement of cable, pay cable and other newer television
technologies. Nielsen Station Index provides television audience
measurement information in over 200 local markets and daily
information in 32 markets through set meters in the U.S. Nielsen
Hispanic Television Index provides viewing measurement of national
Hispanic audiences, while Nielsen Hispanic Station Index provides
viewing measurement of local Hispanic audiences. Television
audience research services based on techniques similar to those
described above are also provided in Canada, Finland, Sweden, Poland,
South Africa, Australia, New Zealand, Columbia, Argentina, Brazil,
Ecuador, Japan, Singapore, China, Hong Kong, Indonesia, Korea,
Malaysia, Philippines, Taiwan and Thailand.
Nielsen Media has maintained a strong leadership position in
relation to its competitors. Arbitron, a former competitor,
discontinued its syndicated broadcast and cable television ratings
service as of December 31, 1993. A television ratings project funded
by the Committee on Nationwide Television Audience Measurement
(CONTAM) and designed and operated by Statistical Research, Inc.,
is developing a national television ratings laboratory, with testing
planned for late 1995, that could give rise to a national competitor.
On the local level, ADCOM, an emerging competitor, has announced plans
to offer individual cable system measurement. Arbitron continues to
develop its passive people meter technology and could use this to re-
enter the television audience measurement business. Indirectly, on
both a national and local basis, competition stems from other
marketing research services offering product movement and television
audience data and services. During 1994, Nielsen Media
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again expanded its local market television services and continued to
invest to enhance product value, technical competencies and data
quality. Significant investments are being made to upgrade the
company's computer and metering technologies.
Nielsen, IMS and Nielsen Media are subject to the usual risks
inherent in carrying on business in certain countries outside the
U.S., including currency fluctuations, possible nationalization,
expropriation, price controls or other restrictive government
actions. Management believes that the risk of nationalization or
expropriation is reduced because its basic service is the delivery
of information, rather than the production of products which
require manufacturing facilities or the use of natural resources.
RISK MANAGEMENT AND
BUSINESS MARKETING INFORMATION SERVICES
Dun & Bradstreet Information Services
Dun & Bradstreet Information Services (DBIS) is the world's
largest supplier of business, commercial-credit and business-
marketing information services, with operations in more than 30
countries and a worldwide database covering more than 38 million
businesses. DBIS also provides receivables management
services worldwide and credit insurance in the U.S. and Canada.
DBIS is organized into three regions: North America, Europe and
Asia-Pacific, Canada, Latin America.
Dun & Bradstreet Information Services U.S.
Dun & Bradstreet Information Services, U.S. provides business
information, marketing information, receivable management and credit
insurance services through U.S. Credit Information Services,
Receivable Management Services, Business Marketing Services and
American Credit Indemnity Company, which are described below:
U. S. Credit Information Services
U. S. Credit Information Services provides its customers with
access to a database on more than 10 million U.S. businesses. Its
core product services include the Business Information Report,
Payment Analysis Report, Credit Scoring and reference services.
Value-added solutions are provided through Specialized Industry
Services, Predictive Scoring Services, Industry and Financial
Consulting Services, Business Development Services, Analytical
Services and Monitoring Services. Customers can order and receive
information in a variety of ways, including mail, phone, fax, from
personal computers and through a variety of customized high-volume
connections between Dun & Bradstreet and customer computer systems.
U.S. Credit Information Services sells directly to customers.
It also distributes its information via a number of other firms,
including leading vendors of on-line services.
Subscribers to Credit Information Services (approximately
63,000 contract customers and over 165,000 non-contract customers in
the U.S.) use this information in making decisions to extend
commercial credit, approve loans and leases, underwrite insurance,
evaluate vendors, and make other financial and risk assessment
decisions. Credit Information Services' largest customers are
major manufacturers and wholesalers, insurance companies, banks
and other credit and financial institutions.
The Business Information Report contains commercial credit
information on specific businesses. This report includes the D&B
Rating and the PAYDEX score, a dollar-weighted numerical score of
the company's payment performance. Both the D&B Rating and the
PAYDEX score are based on information in the Dun & Bradstreet
database. The Business Information Report also includes summary
information and detailed payment data, as well as financial,
banking, public filing, historical and operational data. The Dun &
Bradstreet Reference Book of American Business contains listings
on approximately 3 million businesses in the United States and Puerto
Rico. This reference book also contains the D&B Rating, which
reflects the credit and financial strength of a business. The
Payment Analysis Report provides information on a company's
payment record and includes the PAYDEX score, the 90-day PAYDEX
score, historical trends and industry comparisons. Predictive
Credit Scoring services combine advanced statistical modeling
with Dun & Bradstreet's database to help customers automate their
risk management processes. D&B Express and other mass market
services provide non-contract customers who have an occasional
need for business information with data on a specific company.
Credit Information Services also markets other specialized
reports and business information.
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Credit Information Services is believed to be the largest
commercial credit reporting agency in the world. However, it faces
competition both from in-house operations of the businesses it seeks
as customers and from other general and specialized credit reporting
services. It believes the principal methods of competition to be
based on information quality, availability, service and price.
Receivable Management Services
Receivable Management Services (RMS) provides its customers with
a full range of accounts receivable management services, including
third party collection of accounts, letter demand services and
receivable outsourcing programs. These services substitute and/or
enhance the customer's own internal management of accounts
receivable.
RMS collects delinquent receivables primarily from commercial
establishments on behalf of more than 35,000 customers, including
commercial and insurance enterprises and government agencies.
Collection services are provided throughout the U.S. with charges
generally contingent upon collection. RMS also provides receivable
outsourcing programs, letter demand services and customer training
programs on a fixed-fee or contract basis.
Certain states require that RMS, or in some instances an
individual associate of RMS who is responsible for the conduct of
relevant operations in the respective state, be licensed in connection
with collection operations. The laws under which such licenses are
granted generally provide for annual license renewals, as well as
denials, suspensions or revocations for improper actions or other
factors.
RMS is considered to be the leader in the commercial collection
industry. RMS faces competition from numerous other commercial
collection agencies, attorneys who receive claims directly from
clients and companies that conduct commercial collections in-house.
In addition, RMS faces potential competition from the expansion of
large consumer agencies into the commercial marketplace.
Business Marketing Services
Business Marketing Services (BMS) provides marketing information
for business-to-business and educational marketers. BMS consists of
Dun's Marketing Services and Market Data Retrieval. BMS units
provide comprehensive information and related services used to plan,
execute and
evaluate the results of marketing programs; model, target and reach
prospects; and track sales activities. This information is derived
from a proprietary database covering more than 36 million businesses
in over 200 countries. Information is delivered in print, on
diskette, magnetic tape, CD-ROM and on-line formats.
Market Data Retrieval offers services that help businesses sell to
the educational market. The products provided include information
about course offerings, facilities, teachers and administrators in
primary and secondary schools, school districts, preschools,
libraries, colleges and universities.
BMS, while a market leader in its industry, faces competition
from other data providers in competitive distribution channels,
delivery formats and data quality enhancements.
American Credit Indemnity Company
American Credit Indemnity Company (ACI) insures manufacturers,
wholesalers and other businesses against excessive credit losses from
commercial accounts. ACI also provides credit-risk management
services for business credit-insurance policyholders. ACI's services
are distributed through its own dedicated agency force with offices
throughout the U.S. and Canada.
ACI's policy terms are generally for twelve months. Coverage
with respect to a particular credit risk being insured can be
canceled at any time by ACI as to future shipments, upon notice to
the policyholder.
A business credit insurance specialist since 1893, ACI enjoys a
substantial market position with regard to credit insurance policies
which are issued in the U.S. and Canada. Competition arises from
other providers of business-credit insurance and from providers of
other financial services such as factoring. At the same time,
however, the potential market for credit insurance is not deeply
penetrated by ACI or other credit insurers.
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Dun & Bradstreet Information Services Europe/Middle East/Africa and
Dun & Bradstreet Information Services Asia-Pacific, Canada, Latin
America
Dun & Bradstreet Information Services Europe/Middle East/Africa
and Asia-Pacific, Canada, Latin America (DBIS Europe and Asia-Pacific,
Canada, Latin America, respectively) opened their first overseas
office in 1857 and today conduct operations in offices and branches
located throughout Europe, Latin America, Africa, the Middle East,
Asia, Japan, the Pacific Rim and Canada.
DBIS Europe and DBIS Asia-Pacific, Canada, Latin America provide
substantially the same business information, marketing information and
receivable management services globally outside the United States as
those provided by Dun & Bradstreet Information Services, U.S. The
Business Information Report contains background and financial
information on businesses located throughout the world obtained from
D&B offices in the 35 countries where there are full operations and
from Dun & Bradstreet correspondents in over 200 other countries.
DBIS Europe and Asia-Pacific, Canada, Latin America's other major
products or services include analytical tools to help improve business
decisions, local and international credit-reference publications,
marketing publications, marketing information systems, consumer-
credit information, as well as receivable-management services.
Customers can receive information through a direct link to the
computer, in printed form, by fax, on CD-ROM, or through third
parties.
During 1994, DBIS Europe expanded its European market share in
credit information and receivable management services by acquiring a
number of businesses, including S&W, a business information company
located in France; Orefro, a business information company located in
Italy; and Novinform, a business information company located in
Switzerland. DBIS Europe also extended its geographic presence by
entering into a joint venture with the European Bank for Reconstruction
and Development (EBRD) to start-up business information companies in
Hungary, the Czech Republic and Poland. In addition, DBIS Europe
expanded its business information capabilities by further investments
in data and systems.
In 1994, Dun & Bradstreet Japan (D&B Japan) and Japan's second
largest credit information provider, Tokyo Shoko Research, Ltd. (TSR)
announced their intent to form a marketing, technology and database
alliance. The alliance will result in the utilization of TSR's
capabilities and resources in the Japan market and D&B Japan's
resources as a global information provider.
DBIS Europe and DBIS Asia-Pacific, Canada, Latin America's
operations are subject to the usual risks inherent in carrying on
business in certain countries outside of the U.S., including currency
fluctuations, possible nationalization, expropriation, price controls,
changes in the availability of data from public sector sources, limits
on providing information across borders or other restrictive government
action. Management believes that the risk of nationalization or
expropriation is reduced because its basic service is the delivery of
information, rather than the production of products which require
manufacturing facilities or the use of natural resources.
DBIS Europe and DBIS Asia-Pacific, Canada, Latin America face
competition from banks, credit insurance companies, application
software developers and in-house operations of businesses as well as
direct competition from businesses providing similar services. DBIS
Europe is the largest single supplier of credit information services
in Europe. The competition is primarily local and there are no
competitors offering a comparable range of global services or
capabilities as DBIS Europe.
Moody's Investors Service, Inc.
Moody's Investors Service, Inc. (Moody's) assigns ratings to fixed
income securities and publishes a wide variety of business and
financial information. Moody's business extends to over 60 countries
and its customers include corporations, stockbrokers, governments,
municipalities, banks, libraries, institutions and individuals.
Moody's assigns ratings to various corporate and governmental
obligations, Eurosecurities, structured finance transactions and
commercial paper issuers, for which it charges most issuers a fee. At
the end of 1994, Moody's had outstanding ratings on approximately
47,000 corporate and 51,000 municipal obligations. Corporate,
municipal and government ratings are disseminated to the public
through a variety of electronic and print media. A detailed
description both of the issue which is rated and of the issuer, along
with a summary of the rating rationale for the assignment of the
specific rating, also appears in various Moody's publications.
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In addition to revenues derived from ratings, Moody's provides
comprehensive historical and current business, financial, investment
and marketing information on over 34,000 major U.S. and non-U.S.
entities and on over 23,000 municipalities and governments and their
securities. This information is available in eight Manuals and on
CD-ROM, tapes and other electronic formats. The Manuals are published
annually and are supplemented by news reports issued on a weekly basis.
Moody's also publishes a variety of investment guides.
Moody's international operations have continued to grow due to the
expansion of international debt markets in recent years. Moody's
maintains offices in nine countries outside of the U.S. Moody's non-
U.S. operations are subject to the usual risks inherent in carrying on
business in countries outside the U.S., including currency
fluctuations, possible nationalization, expropriation, price controls
and/or other restrictive government actions. Management believes that
the risks of nationalization or expropriation are negligible. Moody's
business is not solely dependent on non-U.S. office operations as
these offices are supported by the intensive travel schedule of an
internationally-focused staff.
As one of the two largest ratings agencies in the U.S., Moody's
provides opinions on debt instruments and other obligations of both
U.S. and non-U.S. issuers. Internationally, a large number of national
and international ratings agencies have been created over the last
several years as the value of the ratings process has become better
nderstood and utilized abroad. However, Moody's believes that its
long-standing reputation for high quality and its pre-eminent position
in the marketplace leaves it well positioned to take advantage of the
growth in ratable debt. Moody's publishing business is a viable
competitor in the large and highly-segmented print market for
financial information. Moody's intends to maintain this
well-established franchise in the print market through enhancements
of its databases and by further expansion into the electronic market
for financial information as a data provider. Moody's is registered
as an investment adviser under the Investment Advisers Act of 1940
and the laws of a number of states.
Interactive Data Corporation
Interactive Data Corporation's (Interactive) principal business is
to provide securities information, including latest pricing and
descriptive data, corporate actions and announcements for most types of
securities, domestic and international. This information is delivered
soon after close-of-market for securities accounting applications,
including mutual fund and unit investment trust pricing. Interactive
also provides investment analysis software and related computer
services to financial organizations.
Databases offered by Interactive include price, volume and other
data on corporate equities and options, corporate bonds, U.S.
Government and agency securities, municipal bonds and other securities,
as well as company financial information such as revenues, earnings
and assets. Financial data are available on more than 12,000 U.S.
and non-U.S. companies, while securities data are available on more
than 111,000 North American equity securities, as well as numerous
North American government and municipal securities, and over 90,000
securities traded outside North America. Data are updated daily,
monthly, quarterly or annually as new information becomes available.
A wide range of database management and applications software is also
offered to retrieve, manipulate, screen, download and analyze
Interactive's and the customer's data.
Delivery mechanisms available to suit individual customer's needs
include direct mainframe-to-mainframe transmission, on-line
telecommunication to a microcomputer or terminal and computer tape
delivered to the customer by courier or mail. Services are distributed
directly to end-user customers and by direct sales distributors of
value-added applications and other data delivery companies.
Interactive's services mainly target the banking, brokerage,
insurance, mutual fund and money manager customer segments. End users
include operations managers, money managers, portfolio managers,
research analysts and pension fund sponsors.
Interactive receives the data from public sources or under license
agreements from other organizations which collect data and creates its
own evaluations for delivery to customers. Although certain licenses
are important to the business, Interactive believes that it could
continue to conduct the business without these licenses, although at a
greater expense.
Interactive has three or four major competitors in each of its
business lines. The principal areas of competition are in quality of
service, primarily accuracy, quality of data, coverage and price, and,
in the case of software, functionality.
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SOFTWARE SERVICES
Dun & Bradstreet Software Services, Inc.
Dun & Bradstreet Software Services, Inc. (D&B Software) is a
worldwide leader in the marketplace for client/server and mainframe
software for financial, human-resource and manufacturing applications
and decision support.
D&B Software products are installed throughout the world on a wide
range of computer hardware platforms, including Data General, Digital
Equipment Corporation, Fujitsu, Hewlett-Packard, IBM, ICL and SUN. D&B
Software's products consist of an extensive line of applications
software packages for business management as well as related
implementation and education services. In addition, D&B Software
provides application tools which enable users to customize their own
applications, link mainframe and microcomputers and perform
sophisticated report writing.
Revenues are derived primarily from sales of perpetual non-
exclusive licenses to use D&B Software's products, annual maintenance
fees for such products and customer education and consulting services
related to implementation of license products. Most of the license
and services revenue is generated by a direct sales force.
Maintenance fees and professional services currently comprise
approximately 64% and 21% of D&B Software's revenues, respectively.
Approximately 32% of total revenue is generated from operations
outside of the U.S.
During 1994, D&B Software continued to broaden and enhance its new
client/server product line. SmartStream 3.0, a major new release of
the SmartStream suite of products, was released in November. This
release included the first releases of StreamBuilder and
Manufacturing Stream along with upgrades of Financial Stream, HR
Stream and SmartStream Decision Support. During 1994, D&B Software
released eight new products which are supported by four new platforms
and are in two foreign languages. SmartStream 3.0 enhancements
include improved information delivery, purchasing and allocations
modules, and a business process orientation based on workflow and
agent technologies. These improvements address enterprise-wide
information management requirements.
D&B Software has strategic alliances with Powersoft, Sybase and
Cognos and incorporates software developed by alliance partners in its
client/server decision support software and application offerings. D&B
Software also has strategic alliances with hardware vendors such as
Hewlett Packard, IBM, SUN and Digital Equipment Corporation. D&B
Software incurs significant costs in enhancing its existing product
line as well as developing new client/server applications. As the
company continues to invest in and build technologically emerging
client/server solutions, D&B Software will face new risks including
the ability to build new client/server products and related after-
market products, migrate customers to new applications and manage
changes in capabilities required to install and support new products
and manage strategic alliance relationships.
D&B Software faces numerous existing as well as potential
competitors. Most competitors operate as niche players in particular
segments of the marketplace. However, SAP, Oracle and PeopleSoft are
often encountered in competitive situations. As in the past, D&B
Software anticipates that the field of competitors will change
dramatically, resulting from technological changes and shifts in
customer needs. The management of D&B Software believes the quality of
software and related customer support are important competitive factors
in this industry.
Sales Technologies, Inc.
Sales Technologies, Inc. (ST), a leader in the field of sales
automation solutions, develops, installs and supports networked systems
that enable organizations to improve sales force effectiveness,
productivity, communication and customer satisfaction.
ST's products focus on managing sales-force opportunities.
Designed to improve communication between corporate and field offices,
ST's products allow multiple personnel access to customer and
prospect information--fully supporting the team-selling environment.
Through a key feature called "transactions," synchronized net changes
are communicated between corporate and field databases to ensure each
individual is working with up-to-date information. As a market leader,
ST provides customers with a unique combination of expertise in
vertical industries, training, consulting, selling methodologies,
implementation and roll-out. ST's services staff can also integrate
many customers' existing applications.
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ST offers its customers competitive advantage in many areas, due to
ST's organizational size, strength, alliances with key data providers
and number of years in the sales automation business. In particular,
the linkages with other Dun & Bradstreet databases are of increasing
value to customers. ST also provides superior implementation, system
integration, management consulting, user training, help desk, hardware
repair and replacement, database design and facilities management
services, resulting in turnkey solutions.
Although there are hundreds of other sales automation niche
vendors, ST believes its strength lies in working with its customers
to provide a total, integrated solution to actual business problems
in the pharmaceutical, consumer packaged foods, high-technology
manufacturing and financial services industries, as well as other
business-to-business markets.
Pilot Software, Inc.
Pilot Software, Inc. (Pilot), acquired in late 1994, is a leader
in software solutions for on-line analytical processing (OLAP). Its
business intelligence systems offer powerful tools to access and
analyze data in an intuitive, visually appealing manner.
Pilot's software products include graphical front-end, middleware
and data server tools that are designed to easily accommodate changes
in both decentralized and centralized business structures and enable
the integration of new technologies for expanding businesses. The
LightShip Suite, a client/server family of software solutions,
includes LightShip Professional, LightShip Server and the LightShip
Sales and Marketing Intelligence System (SMIS). LightShip
Professional encompasses LightShip, a graphical user interface;
LightShip Lens, a computation engine that provides fast access to
multidimensional views of data; and LightShip Link, which provides
a common access tool to relational data sources. LightShip Server
is the industry's first multidimensional, time-series data server.
LightShip SMIS is a set of tools that enable sales and marketing
professionals to quickly and easily process critical business
information and is the first complete solution based on the latest
OLAP technology.
Pilot faces several competitors. However, Pilot's software
solutions offer distinct advantages in terms of data access and
analysis. The power of Pilot's solutions lies in the software's
ability to deliver views with consistently fast, interactive response
and access data sources on the leading platforms. These advantages
lead to high usage and reliability of business intelligence systems,
creating value for a better-informed organization.
Pilot has a strong international presence, with offices throughout
North and South America, Europe and the Pacific Rim. Pilot operates
wholly-owned subsidiaries and sales offices in the UK, Germany, Italy,
France, Australia, Belgium, Netherlands and Sweden and has distribution
operations worldwide.
Revenues are derived primarily from sales of licenses to use
Pilot's products, annual renewal fees and consulting and training
services related to implementation of the products. Approximately
57% of total revenue is generated from operations outside of the
U.S.
D&B Software's and Pilot's non-U.S. operations are subject to the
usual risks inherent in carrying on business in certain countries
outside of the U.S., including currency fluctuations, possible
nationalization, expropriation, price controls or other restrictive
government actions. Management believes that the risk of
nationalization or expropriation is reduced because its products are
software and services, rather than the production of products which
require manufacturing facilities or the use of natural resources.
Erisco, Inc.
Erisco, Inc. (Erisco) develops and markets proprietary software
applications and services used primarily in the administration of health
care benefits. Its primary markets include managed-care organizations,
insurance carriers, third party administrators and self-administered
corporations. Erisco has successfully completed the second of three
phases of its new Facets product, which has a targeted market of
advanced managed-care organizations requiring client/server technology.
This highly advanced state-of-the-art system is unique in the
marketplace as it combines the latest technology with advanced managed
care business functionality. Erisco faces competition from a variety
of software vendors in both traditional indemnity, as well as the new
managed-care markets. The current climate of health-care reform
represents both an opportunity and some uncertainty, as the new
complexion of health-care reform unfolds.
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DIRECTORY INFORMATION SERVICES
The Reuben H. Donnelley Corporation
The Reuben H. Donnelley Corporation (RHD) compiles, publishes or
serves as sales and marketing representative of Yellow Pages and other
directories for 16 telephone company clients throughout the U.S. RHD
provides these services for more than 400 directories in 17 states and
the District of Columbia, and is one of the largest marketers of yellow
pages in the U.S. RHD serves the Yellow Pages marketing needs of over
600,000 business and service organizations who purchase Yellow Pages
advertising space in the U.S.
Products include consumer and business-to-business Yellow Pages,
neighborhood directories and street address directories. RHD Yellow
Pages product and marketing enhancements include Talking Yellow Pages,
Yellow Pages Television, Touch Four, audiotex, expanded Community
Action Pages and Restaurant Menu Advertising Units.
RHD acts in different capacities, depending upon specific contracts
and markets. These capacities include sales agent, partner,
proprietary publisher and publisher and/or compiler.
Proprietary Operations publishes proprietary Yellow Pages
directories in Delaware, Maryland, New Jersey, Pennsylvania, Virginia,
the District of Columbia and southern California. The unit also
participates in the management of directory activity of RHD's C-Don
partnership with Commonwealth Telephone Company to serve customers in
northeastern Pennsylvania, and the directory activity of three joint
venture agreements between RHD and North Pittsburgh Telephone Company,
Conestoga Telephone and Telegraph, and Denver and Ephrata Telephone
and Telegraph Company in Pennsylvania.
NYNEX Operations manages the Directory Services Agreement with
NYNEX Information Resources Company for customers in New York.
Cincinnati Operations manages the Directory Services Agreement
with Cincinnati Bell for customers in Ohio and northern Kentucky.
Sprint Operations manages the CenDon partnership agreement and
contracts with several of Sprint's operating subsidiaries to publish,
manufacture and distribute classified telephone directories in Florida,
Illinois, Nevada, North Carolina and Virginia. In addition, Sprint
Operations manages the UniDon partnership agreement to serve customers
and advertisers in central Florida markets.
DonTech, a partnership between RHD and Ameritech, is responsible
for publishing telephone directories throughout Illinois and
northwestern Indiana. DonTech also publishes Street Address
Directories in Illinois, Michigan and Indiana, and operates a
fulfillment center which markets telephone directories primarily
throughout Illinois.
RHD's interest in Thomson Directories, a partnership with T.I.S.
(Directories) Limited that publishes Yellow Pages directories in the
United Kingdom, was divested in the second quarter of 1994.
The units of RHD face increasing competition from other Yellow
Pages publishers and other media, including newspapers, radio, direct
mail, on-line information services and television.
OTHER BUSINESS SERVICES
Gartner Group, Inc.
Gartner Group, Inc. (Gartner Group) is the leading independent
provider of subscription-based research and analysis of the computer
hardware and software, communications and related technology
industries. Gartner Group targets as its customers corporate and other
users of information technology ("IT") through a worldwide
distribution network. These client organizations utilize Gartner
Group's research and analysis for strategic planning of long-term IT
needs and as a basis for systems purchasing decisions. Gartner Group
believes that its products can provide significant benefits to
clients through more effective long-term planning, improved
productivity, reduced costs and better terms from vendors. These
services are also used by vendors of IT systems and products as a
source of information on new markets, competitive products, buying
trends and evolving market needs.
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Gartner Group's principal products are annually renewable
subscription services, called Continuous Services, which highlight
industry developments, review new products and technologies and analyze
industry trends within a particular technology or market sector. There
are currently 43 principal Continuous Services products. Each service
is supported by a team of research staff members with substantial
experience in the covered segment or topic of the IT industry. Gartner
Group also provides a number of other products and services including
individual reports on industry topics, private speaking engagements
and, most notably, consulting services and events.
As of September 30, 1994, Gartner Group had approximately 14,800
client interfaces, defined as an individual IT professional at a client
who receives directly all printed materials relating to a particular
Continuous Service. At such date, Gartner Group had an aggregate of
approximately 4,460 client organizations, including most of the
companies in Fortune 500. Gartner Group is focusing extensive
marketing attention on increasing its sales penetration into Fortune
1000 companies, of which approximately one-third are current client
companies, and selling additional Continuous Service products to
existing customers. Client organizations currently subscribe to an
average of three Continuous Services each, with certain clients
subscribing to more than 20 services. No single client organization
accounted for over two percent of revenues at September 30, 1994.
Gartner Group has made a substantial investment in recent years
in the expansion of its distribution network and has expanded its
direct sales force in the United States from a total of 26 sales
people at the start of fiscal year 1990 to 160 sales people as of
September 30, 1994. At September 30, 1994, Gartner Group had 56
locations worldwide. Sales to customers outside the United States
constituted 37% of revenues in 1994. Gartner Group's non-U.S.
operations are subject to the risks inherent in carrying on business
in certain countries outside the U.S., including currency
fluctuations, possible nationalization, expropriation, price
controls or other restrictive government actions. Management
believes that the risk of nationalization or expropriation is
reduced because its products are services, rather than production
of products which require manufacturing facilities or the use of
natural resources.
Gartner Group's products and services are subject to direct and
indirect competition from other independent providers of similar
services as well as the internal marketing and planning organizations
of its customers and other information providers, including electronic
and print media companies and consulting firms, many of whom have
substantially greater financial information gathering and marketing
resources than Gartner Group. In addition, although Gartner Group
believes that it has established a significant market presence, there
are few barriers to entry into the market and new competitors could
readily seek to compete against Gartner Group in one or more market
segments addressed by its Continuous Service products. Increased
competition, direct and indirect, could adversely effect operating
results through pricing pressure and loss of market share.
NCH Promotional Services
NCH Promotional Services (NCH) is a worldwide supplier of coupon
processing and promotional-information management. NCH provides a
range of promotional services including processing of coupons and
coupon-related administration, research and analytical services for
manufacturers and retailers both domestically and internationally.
Internationally, NCH also provides a promotion service for
manufacturer's coupon-and-cash-refund programs. NCH derives
approximately 58% of its revenues from U.S. operations.
Coupons are distributed throughout the U.S. in various forms of
print media, in and on packages and through direct mail. Retailers of
varying sizes are offered coupon processing services using laser
scanning technology, Smartscan, to consolidate and ship all of their
coupons, regardless of type or issuing manufacturer, to NCH where their
coupons will be validated, scanned, counted, sorted and reimbursed to
them in a single check. Various coupon activity reports are also
supplied. Convenience and economy are furnished to the retailer. In
turn, NCH consolidates shipments received from many retailers and bills
the manufacturers, which reduces the manufacturers' coupon redemption
cost and simplifies their coupon handling.
Validation of coupon claims, timely payment and redemption activity
report services are provided for manufacturers through NCH's Process
2000 System. A wide range of customized marketing reports are
available in various data formats, which allows for manufacturers to
receive financial and promotional information related to coupons
processed in a format suited to their individual requirements.
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NCH's foreign operations are subject to the usual risks inherent in
carrying on business in certain countries outside of the U.S.,
including currency fluctuations, possible nationalization,
expropriation, price controls or other restrictive government actions.
Management believes that the risk of nationalization or expropriation
is reduced by the fact that its basic products are services and the
delivery of information, rather than the production of products which
require manufacturing facilities or the use of natural resources.
NCH is believed to be the world's largest coupon processor and
promotion-information supplier. Numerous rival coupon clearing
houses, billing services, manufacturer redemption agents and
manufacturers who handle their own redemption services provide
competition. Competition in the retailer service business largely
focuses on price. The manufacturer business competes on a
combination of price and service, namely timeliness, misredemption
control and redemption analysis. NCH provides the widest array of
value-added products in the industry for the analysis of redemption
information.
Dataquest Incorporated
Dataquest Incorporated (Dataquest) is a global market research and
consulting company serving the high-technology sector. The company is
regionally organized into four business units: North America, Europe,
Japan and Asia Pacific. In November 1994, Dataquest acquired Research
Asia, a market research firm headquartered in Hong Kong with operations
in Southeast Asia, greatly enhancing Dataquest's presence in Asia
Pacific.
Dataquest's Worldwide Services Group provides worldwide market
coverage on the computer systems and peripherals, document management,
semiconductors, services, software and telecommunications sectors of
the information technology industry. Each of the six groups offers a
wide range of products and services, including annual-subscription
services, consulting and primary research, conferences, reports and
newsletters.
Dataquest's Invitational Computer Conferences Group produces
regional trade shows covering the areas of computer peripherals and
computer connectivity.
Dataquest's Machinery Information Division, which serves the
heavy-machinery sector, was divested in the second quarter of 1994.
As a leader in high-technology market research, Dataquest faces
direct competition from a few large competitors as well as a number
of small competitors and consultants. In addition, Dataquest faces
indirect competition from companies that perform their own in-house
market research.
Dun & Bradstreet Pension Services, Inc.
Dun & Bradstreet Pension Services, Inc. provides pension
administration and benefit consulting for small to medium-sized
businesses throughout the U.S. The market for pension administration
services is fragmented among many competitors, none of which has a
significant share of the market.
D&B Enterprises, Inc.
D&B Enterprises, Inc. invests in emerging and established
businesses in the information industry as a limited partner in
Information Partners Capital Fund, a venture capital limited
partnership, as well as through direct investments.
RESOURCE GROUP
Worldwide Shared Transaction Services
Worldwide Shared Transaction Services (STS) began operations in
1994 as an internal service business that leads the ongoing
"reengineering" of Dun & Bradstreet business processes within
internal divisions and operates shared services centers for
accounting, finance, payroll, employee benefits and related functions.
These STS Centers provide centralized services formerly supplied
within each Dun & Bradstreet division but at lower cost with the same
or higher levels of service.
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STS now operates in North America, Europe and Japan, with fully-
operational STS Centers established in the U.S. and the U.K. Other
Centers are currently being launched in Belgium, France, Germany, Italy,
Japan and The Netherlands (costs are included in all business segments)
These Centers process all internal transactions according to standard
processes, both manual and electronic. In some instances, STS manages
the contractual performance of outside vendors to supply transactional
services to Dun & Bradstreet divisions and employees.
Dun & Bradstreet Data Services
Dun & Bradstreet Data Services (Data Services) is an organization
established during 1994, composed of primarily mainframe and selected
distributed processing functions for the Company's North American and
European business units. The objectives of Data Services, in line with
other Dun & Bradstreet synergistic initiatives launched during 1994,
are to reduce overhead expenses and improve operations through the
integration of individual data centers into regional "mega" centers
and to leverage economies of scale in purchasing for the collective
capacity requirements of all divisions. By sharing common personnel
resources, management intends to maximize the quality and integrity
of information systems through the standardization of best practices
and establishment of uniform production processes. Most data center
integrations will continue during 1995, with additional opportunities
being identified as the organization matures.
The names of the Company's products are trademarks or registered
trademarks of The Dun & Bradstreet Corporation or one of its
subsidiaries.
ITEM 2. PROPERTIES
The principal properties of the Company, by business segment, are
set forth below.
The executive offices of The Dun & Bradstreet Corporation are
located at 187 Danbury Road, Wilton, Connecticut in an owned property
and at 299 Park Avenue, New York, New York in a leased facility.
Property of the Company is geographically distributed to meet sales
and operating requirements worldwide. The properties of the Company
are generally considered to be both suitable and adequate to meet
current operating requirements and virtually all space is being
utilized.
Marketing Information Services
Owned properties located within the U.S. include eight facilities.
Three properties are located in Omaha, Nebraska and one property each
in Dunedin, Florida; Fond du Lac, Wisconsin; Totowa, New Jersey;
Plymouth Meeting and West Norriton, Pennsylvania.
Owned properties located outside the U.S. include fifteen
facilities: two properties in Lisbon, Portugal; and one property each
in Ontario, Canada; Sao Paulo, Brazil; Espoo, Finland; Mexico City,
Mexico; Buenos Aires, Argentina; Crows Nest and Artarmon, Australia;
Innsbruck, Austria; Santiago, Chile; London, Oxford and Pinner,
England; and Caracas, Venezuela.
The operations of this segment are also conducted from sixty-two
leased offices located throughout the U.S. and
123 non-U.S. locations.
Risk Management and Business Marketing Information Services
Owned properties located within the U.S. include two office
buildings in Berkeley Heights, New Jersey and one each in Murray Hill
and Parsippany, New Jersey and New York, New York.
Owned properties located outside the U.S. are located in Melbourne,
Australia; Curitiba, Rio de Janeiro and Sao Paulo, Brazil; Santiago,
Chile; Mexico City, Mexico; Caracas and Maracaibo, Venezuela; High
Wycombe, England; and six properties within Italy. The operations of
this segment are also conducted from 119 leased offices located
throughout the U.S. and 131 non-U.S. office locations.
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Software Services
Operations are conducted from forty-one leased offices located
throughout the U.S. and thirty-one non-U.S. office locations.
Directory Information Services
Owned property located within the U.S. consists of an office
building in Terre Haute, Indiana. Operations are also conducted from
thirty-eight leased office locations throughout the U.S.
Other Business Services
Owned properties located within the U.S. include three facilities:
one each in San Jose, California; Clinton, Iowa; and El Paso, Texas.
Owned properties located outside the U.S. include five properties
in Mexico and one facility each in Saint John, N.B., Canada and Corby,
England.
The operations of this segment are also conducted from forty-two
leased offices located throughout the U.S. and thirty non-U.S. office
locations.
Resource Group and Corporate
Owned properties within the U.S. include two buildings in Wilton,
Connecticut. Operations are also conducted from eleven leased office
locations throughout the U.S.
ITEM 3. LEGAL PROCEEDINGS
Reference is made to Note 13 of Notes to Consolidated Financial
Statements on Page 33 of the 1994 Annual Report, which is incorporated
herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT*
Officers are elected by the Board of Directors to hold office until
their respective successors are chosen and qualified.
Listed below are the executive officers of the registrant at March 1,
1995 and brief summaries of their business experience during the past
five years.
Name Title Age
---- ----- ---
Charles W. Moritz Chairman** 58
Robert E. Weissman President and Chief Executive Officer** 54
Edwin A. Bescherer, Jr. Executive Vice President-Finance 61
and Chief Financial Officer
William G. Jacobi Executive Vice President*** 51
Robert J Lievense Executive Vice President*** 49
Dennis G. Sisco Executive Vice President*** 48
Volney Taylor Executive Vice President** 55
Michael F. Brewer Senior Vice President-Communications & 51
Government Affairs
Earl H. Doppelt Senior Vice President and General Counsel 41
David Fehr Senior Vice President 59
John J. Fitzpatrick Senior Vice President-Human Resources 55
Frank R. Noonan Senior Vice President*** 52
Thomas W. Young Senior Vice President and Controller 56
*Set forth as a separate item pursuant to Items 401(b) and (e) of
Regulation S-K.
**Member of the Board of Directors.
***Announcement on February 20, 1995 naming Messrs. Jacobi, Lievense,
Sisco and Noonan to these offices with elections to take place on
April 19, 1995.
Mr. Moritz was elected Chairman of The Dun & Bradstreet Corporation
(Dun & Bradstreet), effective January 1, 1985; he relinquished the
title of Chief Executive Officer, effective January 1, 1994, to which
office he had been elected, effective January 1, 1985. He will retire
as Chairman and as a Director, effective March 31, 1995.
Mr. Weissman was elected President and Chief Executive Officer of
Dun & Bradstreet, effective January 1, 1994; he had been elected
President and Chief Operating Officer, effective January 1, 1985. He
has been elected to the additional office of Chairman, effective April
1, 1995.
Mr. Bescherer was elected Executive Vice President-Finance of Dun &
Bradstreet, effective June 17, 1987 and, in addition, Chief Financial
Officer, effective April 18, 1984.
Mr. Jacobi was named Executive Vice President of Dun & Bradstreet
on February 20, 1995 with his election to take place on April 19, 1995.
He also serves as Chairman of I.M.S. International, Inc., effective
February 20, 1995. He had been elected Senior Vice President of Dun &
Bradstreet, effective July 21, 1993. Prior thereto, he had served as
President & Chief Operating Officer of Nielsen Media Research (January
1, 1991) and as Executive Vice President of Nielsen Media Research
(March 1, 1989).
Mr. Lievense was named Executive Vice President of Dun & Bradstreet on
February 20, 1995 with his election to take place on April 19, 1995.
He also serves as Chairman of A. C. Nielsen Company, effective
February 20, 1995. He had been elected Senior Vice President of Dun &
Bradstreet, effective July 21, 1993. He had served until February 20,
1995 as Chairman of The Reuben H. Donnelley Corporation, to which
office he was elected, effective July 26, 1993. Previously he had
served through July 20, 1993 as Chairman of Dataquest Incorporated
(September 1, 1991) and as President of NCH Promotional Services, Inc.
(July 27, 1990). He had also served through December 31, 1990 as
President of Nielsen Clearing House Division of A. C. Nielsen Company
(June 25, 1989).
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Mr. Sisco was named Executive Vice President of Dun & Bradstreet
on February 20, 1995 with his election to take place on April 19, 1995.
He had been elected Senior Vice President of Dun & Bradstreet,
effective July 21, 1993. He also serves as President of D&B
Enterprises, Inc., to which office he was elected, effective December
18, 1988, as Chairman of Dataquest Incorporated, to which office he
was elected, effective July 26, 1993, and as Chairman of Pilot Software,
Inc., to which office he was elected October 27, 1994.
Mr. Taylor was elected Executive Vice President of Dun &
Bradstreet, effective February 1, 1982. He also serves as Chairman of
Dun & Bradstreet Information Services, to which position he was
appointed, effective January 1, 1991, and as President of Dun &
Bradstreet, Inc. and President of Dun & Bradstreet International,
Ltd., to which offices he was elected, effective January 1, 1991. He
had also served through February 4, 1990 as President of The Reuben H.
Donnelley Corporation, to which office he was elected, effective
January 1, 1988.
Mr. Brewer was elected Senior Vice President-Communications &
Government Affairs of Dun & Bradstreet, effective March 15, 1993; he
had been elected Vice President-Government Affairs, effective
January 1, 1987.
Mr. Doppelt was elected Senior Vice President and General Counsel
of Dun & Bradstreet, effective May 18, 1994. Prior thereto, he had
served with Viacom Inc. as Senior Vice President and Deputy General
Counsel (March 1994) and with Paramount Communications Inc. as Senior
Vice President and Deputy General Counsel (September 1992) and as Vice
President and Deputy General Counsel (October 1986).
Mr. Fehr was elected Senior Vice President of Dun & Bradstreet,
effective January 1, 1985.
Mr. Fitzpatrick was elected Senior Vice President-Human Resources
of Dun & Bradstreet, effective July 21, 1993; he had been elected
Senior Vice President-Human Resources Administration, effective
September 1, 1987.
Mr. Noonan was named Senior Vice President of Dun & Bradstreet on
February 20, 1995 with his election to take place on April 19, 1995.
He also serves as Chairman, President and Chief Executive Officer of
The Reuben H. Donnelley Corporation, to which offices he was elected,
effective August 7, 1991 (President), January 1, 1994 (Chief Executive
Officer) and February 20, 1995 (Chairman). Previously he had served
as Senior Vice President-Finance of the Business Information Group
(January 1, 1991) and as Senior Vice President-Finance of the Financial
Information Services Group (May 30, 1989).
Mr. Young was elected Senior Vice President and Controller of Dun
& Bradstreet, effective April 15, 1992; he had been elected Vice
President and Controller, effective November 20, 1985.
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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 Common
Stock Information in the "Financial Review" on Page 20 of the 1994
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 1990
through 1994 set forth in the "Ten-Year Selected Financial Data" on
Pages 38 and 39 of the 1994 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 the "Financial
Review" on Pages 16 to 20 of the 1994 Annual Report, which information
is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Schedules under Item 14 on
Page 18.
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 10, 1995 filed with the
Securities and Exchange Commission, except that "Executive Officers of
the Registrant" on Pages 15 to 16 of this report responds to Item 401
(b) and (e) of Regulation S-K.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this Item is incorporated herein by
reference to the section entitled "Compensation of Executive Officers
and Directors" in the Company's proxy statement dated March 10, 1995
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 10, 1995 filed
with the Securities and Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this Item is incorporated herein by
reference to the section entitled "Security Ownership of Management
and Others" in the Company's proxy statement dated March 10, 1995
filed with the Securities and Exchange Commission.
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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 20.
(2) Financial Statement Schedule.
See Index to Financial Statements and Schedule on
Page 20.
(3) Other Financial Information.
Performance and Outlook, 1994.
Ten Year Selected Financial Data.
(4) Exhibits.
See Index to Exhibits on Pages 24 to 26, which
indicates which Exhibits are management contracts or
compensatory plans required to be filed as Exhibits.
Only responsive information appearing on Pages 7 to
39 to Exhibit D is incorporated herein
by reference, and no other information appearing in
Exhibit D is or shall be deemed to be filed as part
of this Form 10-K.
(b) Reports on Form 8-K.
None.
-18-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By: CHARLES W. MORITZ
___________________________
(Charles W. Moritz,
Chairman of the Board)
By: ROBERT E. WEISSMAN
___________________________
(Robert E. Weissman,
President and Chief
Executive Officer)
By: EDWIN A. BESCHERER, JR.
___________________________
(Edwin A. Bescherer,Jr.,
Executive Vice President-Finance
and Chief Financial Officer)
By: THOMAS W. YOUNG
___________________________
(Thomas W. Young,
Senior Vice President
and Controller)
Date: March 27, 1995
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.
HALL ADAMS, JR. JOHN R. MEYER
______________________________ ______________________________
(Hall Adams, Jr., Director) (John R. Meyer, Director)
CLIFFORD L. ALEXANDER, JR. CHARLES W. MORITZ
______________________________ ______________________________
(Clifford L. Alexander, Jr., (Charles W. Moritz, Director)
Director)
MARY JOHNSTON EVANS JAMES R. PETERSON
______________________________ ______________________________
(Mary Johnston Evans, Director) (James R. Peterson, Director)
ROBERT A. HANSON MICHAEL R. QUINLAN
______________________________ ______________________________
(Robert A. Hanson, Director) (Michael R. Quinlan, Director)
ROBERT J. LANIGAN VOLNEY TAYLOR
______________________________ ______________________________
(Robert J. Lanigan, Director) (Volney Taylor, Director)
VERNON R. LOUCKS, JR. ROBERT E.WEISSMAN
______________________________ ______________________________
(Vernon R. Loucks, Jr., Director) (Robert E. Weissman, Director)
Date: March 27, 1995
-19-
<PAGE>
<TABLE>
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
FINANCIAL STATEMENTS:
The Company's consolidated financial statements, the notes thereto
and the related report thereon of Coopers & Lybrand L.L.P., independent
public accountants, for the years ended December 31, 1994, 1993 and
1992, appearing on Pages 21 to 39 of the accompanying 1994 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.
<CAPTION>
Page
__________________________
10-K 1994 Annual
Report
_____________ _____________
<S> <C> <C>
Report of Independent Public Accountants F-19 21
Statement of Management Responsibility for Financial F-20 21
Statements
As of December 31, 1994 and 1993:
Consolidated Statement of Financial Position F-22 23
For the years ended December 31, 1994, 1993 and 1992:
Consolidated Statement of Income F-21 22
Consolidated Statement of Cash Flows F-23 24
Consolidated Statement of Shareowners' Equity F-24 25
Notes to Consolidated Financial Statements F-25 to F-43 26-37
Quarterly Financial Data (Unaudited) for the years ended
December 31, 1994 and 1993 F-43 37
Management's Discussion and Analysis
of Financial Condition and Results of Operations F-11 to F-18 16-20
Other financial information:
Performance and Outlook, 1994 F-1 to F-10 8-15
Ten year selected financial data F-44 38-39
SCHEDULES:
Report of Independent Public Accountants 22 21
The Dun & Bradstreet Corporation and Subsidiaries:
II - Valuation and Qualifying Accounts for the years ended
December 31, 1994, 1993 and 1992.................... 23 -
<FN>
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.
-20-
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners and the Board of Directors of
The Dun & Bradstreet Corporation:
Our report on the consolidated financial statements of The Dun &
Bradstreet Corporation as of December 31, 1994 and 1993, and for the
years ended December 31, 1994, 1993 and 1992, has been incorporated by
reference in this Form 10-K from page 21 of the 1994 Annual Report of
The Dun & Bradstreet Corporation. In connection with our audits of
such financial statements, we have also audited the related financial
statement schedule listed in the index on page 20 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
January 25, 1995
-21-
<PAGE>
<TABLE>
SCHEDULE II
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1994, 1993, 1992
(In millions)
<CAPTION>
___________________________________________________________________________________________
COL. A COL. B COL.C COL. D COL. E
___________________________________________________________________________________________
<S> <C> <C> <C> <C>
Additions
Balance Charged to Balance
Beginning Costs and at End
Description of Period Expenses Deductions(a) of Period
___________ _________ ___________ _____________ _________
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
For the Year Ended December 31, 1994... $ 79.2 $ 50.7 $ 53.1 $ 76.8
======= ======= ======= =======
For the Year Ended December 31, 1993... $ 82.4 $ 42.2 $ 45.4 $ 79.2
======= ======= ======= =======
For the Year Ended December 31, 1992... $ 69.8 $ 64.5 $ 51.9 $ 82.4
======= ======= ======= =======
<FN>
NOTE:
(a) Represents primarily the charge-off of uncollectible accounts
for which a reserve was provided.
-22-
</TABLE>
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Regulation S-K Exhibit to
Exhibit Number this Report
______________ ____________
<S> <C>
(3) Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation of The Dun &
Bradstreet Corporation dated June 15, 1988 (incorporated
herein by reference to Exhibit 4(a) to Registrant's
Registration No. 33-25774 on Form S-8 filed November 25, 1988).
(b)By-laws of Registrant dated December 15, 1993.(incorporated herein by
reference to Exhibit E to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993, file number 1-7155, filed
March 25, 1994).
(4) Instruments Defining the Rights of Security Holders, Including
Indentures.
Not Applicable.
(9) Voting Trust Agreement.
Not Applicable.
(10) Material Contracts. (All of the following documents,
except for items (u) and (v), are management
contracts or compensatory plans or arrangements required to be
filed pursuant to Item 14(c).)
(a) Retirement Plan for Directors of Registrant, as amended
December 21, 1994.............................................. Exhibit E**
(b) Nonfunded Deferred Compensation Plan for Non-Employee Directors
of Registrant, as amended April 21, 1993
(incorporated herein by reference to Exhibit F to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
file number 1-7155, filed March 25, 1994)
(c) Pension Benefit Equalization Plan, as ameded December 21, 1994. Exhibit F**
(d) Profit Participation Benefit Equalization Plan adopted October
17, 1990 (incorporated herein by reference to Exhibit H to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, file number 1-7155, filed March 27, 1991).
(e) 1982 Key Employees Stock Option Plan for Registrant and
Subsidiaries, as amended July 17, 1991 (incorporated herein
by reference to Exhibit E to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1991, file number
1-7155, filed March 26, 1992)
(f) 1991 Key Employees Stock Option Plan for Registrant and
Subsidiaries, adopted April 16, 1991 (incorporated herein
by reference to Exhibit 28(a) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991).
(g) Ten-Year Incentive Stock Option Agreement (incorporated herein
by reference to Exhibit 28(b) to Registrant's Registration No.
33-44551 on Form S-8, filed December 18, 1991).
(h) Ten-Year Non-Qualified Stock Option Agreement (incorporated
herein by reference to Exhibit 28(c) to Registrant's
Registration No. 33-44551 on Form S-8, filed December 18, 1991).
(i) Stock Appreciation Rights Agreement relating to Incentive
Stock Options (incorporated herein by reference to Exhibit
28(d) to Registrant's Registration No. 33-44551 on Form S-8,
filed December 18, 1991).
(j) Stock Appreciation Rights Agreement relating to Non-Qualified
Stock Options (incorporated herein by reference to Exhibit
28(e) to Registrant's Registration No. 33-44551 on Form S-8,
filed December 18, 1991).
(k) Limited Stock Appreciation Rights Agreement relating to
Incentive Stock Options (incorporated herein by reference
to Exhibit 28(f) to Registrant's Registration No. 33-44551
on Form S-8, filed December 18, 1991).
-23-
</TABLE>
<PAGE>
<TABLE>
Regulation S-K Exhibit to
Exhibit Number this Report
______________ ____________
<S> <C>
(l)Limited Stock Appreciation Rights Agreement relating to
Non-Qualified Stock Options (incorporated herein by reference
to Exhibit 28(g) to Registrant's Registration No. 33-44551 on
Form S-8, filed December 18, 1991).
(m)1982 Key Employees Performance Unit Plan for Registrant and
Subsidiaries, as amended December 18, 1991 (incorporated
herein by reference to Exhibit F to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1991, file number
1-7155, filed March 26, 1992).
(n)Corporate Management Incentive Plan, effective January 1, 1990
(incorporated herein by reference to Exhibit J to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1989,
file number 1-7155, filed March 26, 1990).
(o)1989 Key Employees Restricted Stock Plan for Registrant and
Subsidiaries, as amended July 19, 1989 (incorporated herein by
reference to Exhibit K to Registrant's Annual Report on Form
10-K for the year ended December 31, 1989, file number 1-7155,
filed March 26, 1990).
(p)Restricted Stock Agreement (incorporated herein by reference to
Exhibit L to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989, file number 1-7155, filed March
26, 1990).
(q)Performance-Based Restricted Stock Agreement
(incorporated herein by reference to Exhibit G to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
file number 1-7155, filed March 25, 1994)
(r)Form of Change-in-Control Severance Agreement, approved July
19, 1989 (incorporated herein by reference to Exhibit M to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, file number 1-7155, filed March 26, 1990)
(s)Supplemental Executive Benefit Plan, as amended December 21, 1994 Exhibit G**
(t)IMS International, Inc. Long-Term Incentive Compensation
Plan, as amended April 19, 1991 (incorporated herein by
reference to Exhibit F to Registrant's Annual Report on Form
10-K for the year ended December 31, 1992, file number
1-7155, filed March 25, 1993).
(u)Agreement of Limited Partnership of D&B Investors L.P.,
dated as of October 14, 1993. (incorporated herein by
reference to Exhibit H to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, file number
1-7155, filed March 25, 1994).
(v)Purchase Agreement and Purchase Agreement Amendment dated
October 14, 1993 among D&B Investors L.P.and other parties
(incorporated herein by reference to Exhibit I to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993, file number 1-7155, filed March 25, 1994).
(w)Consulting Agreement, dated March 6 1995, between Registrant
and Charles W. Moritz.......................................... Exhibit H**
(11) Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a Fully
Diluted Basis.................................................. Exhibit A**
(12) Statement Re Computation of Ratios.
Not applicable.
(13) Annual Report to Security Holders.
1994 Annual Report............................................. Exhibit D**
(18) Letter Re Change in Accounting Principles.
Not applicable.
(19) Previously Unfiled Documents.
Not applicable
(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1995............. Exhibit B**
22) Published Report Regarding Matters Submitted to a Vote
of Security Holders.
Not applicable
(23) Consents of Experts and Counsel.
Consent of Independent Certified Public Accountants............ Exhibit C**
-24-
</TABLE>
<PAGE>
<TABLE>
Regulation S-K Exhibit to
Exhibit Number this Report
______________ ____________
<S> <C>
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedule.
1994 Financial Data Schedule................................... Exhibit I**
(28) Information from Reports Furnished to State Insurance Regulatory
Authorities.
Not applicable.
(99) Additional Exhibits.
Not applicable.
*Not included in this document
**Filed electronically
-25-
</TABLE>
<TABLE>
EXHIBIT A
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
ON A FULLY DILUTED BASIS
Dollar Amounts in Millions, Except Per Share Data 1994 1993 1992
__________________________________
(Average share data in thousands)
<CAPTION>
<S> <C> <C> <C>
Weighted average number of shares 169,946 177,181 178,346
Dilutive effect of shares issuable as of year-end
under stock option plans, stock appreciation
rights and restricted stock plan 1,668 1,789 1,563
Adjustment of shares applicable to stock options
and stock appreciation rights exercised
during the year 50 88 50
_____________________________
Weighted average number of shares on a
primary and fully diluted basis 171,664 179,058 179,959
______________________________
Income Before Cumulative Effect of Changes
in Accounting Principles $ 629.5 $ 428.7 $ 553.5
Cumulative Effect to January 1, 1993, of
Changes in Accounting Principles:
-SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions,
" Net of Income Tax Benefits of $93.7 - (140.6) -
-SFAS No. 112, "Employers' Accounting for
Postemployment Benefits,Net of
Income Tax Benefits of $150.0 - (250.0) -
_____________________________
Net Income $ 629.5 $ 38.1 $ 553.5
_____________________________
Earnings per share of common stock on
a fully diluted basis:
Before Cumulative Effect of Changes in
Accounting Principles $ 3.67 $ 2.39 $ 3.08
Cumulative Effect to January 1, 1993,
of Changes in Accounting Principles:
-SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" - (.78) -
-SFAS No. 112, "Employers' Accounting for
Postemployment Benefits" - (1.39) -
_____________________________
Net Income $ 3.67(a) $ .22(a) $3.08(a)
_____________________________
<FN>
Note: (a) Also reflects Earnings Per Share on a primary basis.
</TABLE>
A-1
<TABLE>
EXHIBIT B
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
A. C. NIELSEN COMPANY Delaware
Addex, Inc. Delaware
Nieuw Willemstad Holdings, Inc. Delaware
Nielsen Holding Ges.mbH Austria
Dun & Bradstreet Information
Services Gesellschaft mbH Austria
CMIS Coordinierte
Management Informations Austria
Systeme, Ges.mbh
A. C. Nielsen Company (Belgium) S.A. Belgium
The Dun & Bradstreet
Corporation & Co. SNC Belgium
Palmetto Assurance Ltd. Bermuda
A. C. Nielsen Chile Limitada Chile
A. C. Nielsen Chile S.A. Chile 51.0
A. C. Nielsen de Colombia S.A. Colombia 87.2
Nielsen del Ecuador S.A. Ecuador
A. C. Nielsen (Argentina) S.A. Delaware
IPSA, S.A. Argentina 80.2
Teollisuuden Tielopalvelu Industrial
Intelligence Ltd. Oy Finland
A.C. Nielsen Finland Oy Finland
Finnpanel Oy Finland 50.0
Dun & Bradstreet Canada Holding, Ltd. Ontario, Canada
The D&B Companies of
Canada Ltd. Ontario, Canada
Dun & Bradstreet Finance Inc. Ontario, Canada
Dun & Bradstreet Software Services
Canada L.P. Delaware
Nielsen Korea Limited Korea
Interactive Data Canada Inc. Ontario, Canada
NCH Promotional Services, Inc. Delaware
Nielsen Holdings, Inc. Delaware
Nielsen Leasing Corporation Delaware
A. C. Nielsen S.A. France
Dun & Bradstreet-France S.A France
S&W S.N.R.C.-Wys Muller France
S&W Formation S.A.R.L. France
S&W S.A. Belgium
Dun & Bradstreet Software
Services (France) S.A. France
Moody's France S.A. France
Nielsen A.E.M. Snc France
Panel de Gestion S.A.R.L. France 61.0
A. C. Nielsen Hellas Ltd. Greece
A. C. Nielsen of Ireland Limited Ireland
D & B Group Limited Ireland
D&B Marketing Information
Services S.p.A Italy
C.R.A. S.r.l. Italy 60.0
SITA, Societa per gli Indici
Tessile e Abbigliamento-S.r.l. Italy 60.0
Ciser S.r.l. Italy
Management Tools S.r.l. Italy 60.0
Dun & Bradstreet Holding
(Belgium) S.A. Belgium
</TABLE>
B-1
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
A. C. NIELSEN COMPANY (Continued)
Nielsen Japan K.K. Japan
A. C. Nielsen Company de
Mexico, S.A. de C.V. Mexico
Inmobiliaria Zeta, S.A. de C.V. Mexico
A. C. Nielsen (N.Z.) Limited New Zealand
AGB McNair Holdings Limited New Zealand
AGB Research NZ Ltd. New Zealand
OTR Research Limited New Zealand
Media Research Services Ltd. New Zealand 75.0
Nielsen Norge A/S Norway 65.0
A/S Norsk Reklame-Statistikk Norway 83.1
Dun & Bradstreet Holdings Spain B.V The Netherlands
Dun & Bradstreet S.A Spain
A. C. Nielsen Company S.A. Spain
INFOADEX S.A. Spain 50.0
Nedro-Nielsen/ESEO-Estudios de
Mercado Lda. Portugal
A. C. Nielsen P.R. Inc. Puerto Rico
A. C. Nielsen Singapore Pte. Ltd. Singapore
A. C. Nielsen Management Services S.A. Switzerland
A. C. Nielsen S.A. Switzerland
Nielsen Medya Arastirma Hizmetleri
Limited Sirketi Turkey
Dataquest Incorporated California
Dataquest Europe S.A. France
DATAQUEST Japan Limited Japan
Dataquest Hong Kong Limited Hong Kong
Research Asia Pte. Limited Singapore
Research Asia Siam Limited Thailand
Research Asia (Taiwan) Limited Taiwan
AMERICAN CREDIT INDEMNITY COMPANY New York 95.0
CORINTHIAN HOLDINGS, INC. Delaware
D&B CORPORATION JAPAN K.K. Japan
D&B ENTERPRISES, INC. Delaware
D&B (R.I.C.) LTD. Delaware
Dun & Bradstreet East-Vent Ltd. Delaware 80.0
Dun & Bradstreet C.I.S. Russia
Dun & Bradstreet India Private Limited India
Dun & Bradstreet-Satyam Software
Private Limited India 76.0
D&B TRANSPORTATION SERVICES COMPANY, INC. Delaware
DBHC, INC Delaware
Lexecon Health Service Inc. Illinois
DUN & BRADSTREET COMPUTER LEASING, INC. Delaware
Fillupar Leasing Partnership Delaware 98.0
</TABLE>
B-2
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
DUN & BRADSTREET DIVESTITURE, INC Delaware
DUN & BRADSTREET HOLDINGS, INC. Delaware
Dun & Bradstreet Pension Services, Inc. Delaware
NA Insurance Services, Inc. California
Erisco, Inc. New York
DUN & BRADSTREET, INC. Delaware
Dun & Bradstreet Life Insurance Company Arizona
Duns Holding, Inc. Delaware
D&B Acquisition Corp. Delaware
Duns Licensing Associates, L.P. Delaware 82.5
Corinthian Leasing Corporation Delaware
Mergex, Inc. Delaware
DUN & BRADSTREET INTERNATIONAL, LTD. Delaware
Dun & Bradstreet (Australia)
Holdings Pty. Australia
Dun & Bradstreet (Australia)
Group Pty. Ltd. Australia
Arrebnac Pty. Ltd. Australia
A. C. Nielsen (Holdings)
Pty. Limited Australia
A. C. Nielsen (Trading)
Pty. Limited Australia
A. C. Nielsen (Operations)
Pty. Limited Australia
A. C. Nielsen Australia
Pty. Limited Australia
AGB McNair Holdings
Pty. Limited Australia
AGB Research Holdings
Pty. Limited Australia
Tart Research
Pty. Limited Australia
AGB McNair
Pty. Limited Australia
McNair Anderson
Associates Australia
Pty. Limited
College Mercantile Pty. Ltd. Australia
Dun & Bradstreet (Australia)
Pty. Limited Australia
Dun & Bradstreet (Nominees)
Pty. Ltd. Australia
Dun & Bradstreet Unit Trust Australia
Dun & Bradstreet
Software Services Australia
Australia Pty. Limited
IMS Australia Pty. Ltd. N.S.W., Australia
Amfac Pty. Limited N.S.W., Australia
Chemdata Pty. Limited N.S.W., Australia
Data Design Hisoft
Pty. Limited N.S.W., Australia
Medrecord Australia
Pty. Limited N.S.W., Australia
Permail Pty. Limited N.S.W., Australia
Moody's Investors Service
Pty. Limited Australia
Nandette Pty. Limited Australia
Australian Independent
Media Data Pty. Ltd. Australia 50.0
Dun & Bradstreet S.A. Argentina
N.V. Dun & Bradstreet-Eurinform S.A. Belgium
Dun & Bradstreet do Brasil Ltda Brazil
Companhia Brasileira de
Pesquisa e Analise Brazil
Dun & Bradstreet Ltda. Chile
Dun & Bradstreet International
Consultant (Shanghai) Co. Ltd. China
</TABLE>
B-3
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
DUN & BRADSTREET INTERNATIONAL, LTD. (Continued)
Dun & Bradstreet Holdings-France, Inc. Delaware
Kosmos Business Information Limited England
D & B Group, Ltd. Delaware
A. C. Nielsen (Holdings) Limited England
A. C. Nielsen Company Limited England
Dun & Bradstreet Software
Services Limited England
Dun & Bradstreet Software
Services Medium Systems Limited England
Advance-Peterholm Group Ltd. England
D & B Telephone Company Ltd. England
D&B Europe Limited England
Dun & Bradstreet Limited England
Dataquest Europe Limited England
Dun & Bradstreet
Finance Ltd. England
Dun & Bradstreet Limited Ireland
Dun & Bradstreet Pension
Trustees Limited England
Dun & Bradstreet (U.K.) Ltd. England
DunsGate Limited England
Interactive Data Ltd. England
IMS Holdings (U.K.) Limited England
Intercontinental Medical
Statistics Ltd. England
Imsworld Publications Ltd. England
PMS International Limited England
The Medical Direct Mail
Organisation Ltd. England
Pharma Strategy Group Limited England
Moody's Investors Service Limited England
ST Europe plc England
S.T. S.A.R.L. France
Dun & Bradstreet Credit Control, Ltd. Delaware
Dun & Bradstreet (HK) Limited Hong Kong
Dun & Bradstreet (Israel) Ltd. Israel
Dunbrad, Inc. Delaware
Dun & Bradstreet Credit
Reporting (Israel) Israel
Wiri Beleggingen B.V. The Netherlands
Dun & Bradstreet Kosmos S.p.A. Italy
Argus Situazioni Aziendali S.r.l. Italy
Orefro L'Informazione S.p.A. Italy
Consorzio Manifatturieri S.r.l. Italy
L'Informazione S.r.l. Italy
Orefro Data S.r.l. Italy
Orefro Media & Marketing S.r.l. Italy
Dun & Bradstreet Business Information
Services (Japan) K.K. Japan
D&B Information Services (M) Sdn. Bhd. Malaysia
Dun & Bradstreet S.A. de C.V. Mexico
</TABLE>
B-4
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
DUN & BRADSTREET INTERNATIONAL, LTD. (Continued)
Dun & Bradstreet Nederland Holding B.V. The Netherlands
A. C. Nielsen (Nederland) B.V. The Netherlands
ANR AMER Nielsen Research Limited Cyprus 51.0
AMER Marketing Co. Ltd. Bulgaria
AMER EESTI AS Estonia
AMER Baltic Ltd. Lithuania
AMER Ltd. Latvia
AMER Research Ltd. s.r.l. Romania
AMER Marketing Co. Ltd. Russia
AMER Marketing Plus Ltd. Russia
AMER D.O.O. Slovenia
AMER Marketingoru
Spolecnost s.r.o. Slovak Republic
Nielsen Marketing Research
spol, s.r.o. Czech Republic
Nielsen Marketing Research Ktf. Hungary
Nielsen Marketing Research
Sp. z.o.o. Poland
Nederlands Centrum voor Marketing
Analyses B.V. The Netherlands 70.0
Dun & Bradstreet Danmark Holding A/S Denmark
AIM Nielsen A/S Denmark
AIM Farmstat ApS Denmark 66.67
D & B International A/S Denmark
A/S H. Hyldahl Denmark
Dahl Jensen Kuvertering ApS Denmark
Dun & Bradstreet (C & EE)
Holding B.V. The Netherlands 70.0
Dun & Bradstreet spol s r.o. Czech Republic
Dun & Bradstreet Hungaria
Informacio Szolgaltato Korlatolt Hungary 88.73
Felelosegu Tarsasag [d/b/a Dun & Bradstreet Hungaria Kft.]
Dun & Bradstreet Poland sp. z o.o. Poland
Dun & Bradstreet Software Services
(Nederland) B.V. The Netherlands
Dun & Bradstreet B.V. The Netherlands
IMS Services Nederland B.V. The Netherlands
Soliditet Norden AB Sweden
Soliditet AB Sweden
Soliditet OY Finland
A.C. Nielsen Company A.B. Sweden
Dun & Bradstreet Holding (Norway) AS Norway
Soliditet AS Norway
Dun & Bradstreet (New Zealand) Limited New Zealand
Dun & Bradstreet S.A. Peru
Dun & Bradstreet Portugal, Lda. Portugal
Dun & Bradstreet (Singapore) Pte. Ltd. Singapore
Dun & Bradstreet A.G. Switzerland
Bichet Auskunfte A.G. Switzerland
Ifico-Burgel A.G. Switzerland
Novinform AG Switzerland
Renseignements Fell SA Switzerland 70.0
Dun & Bradstreet C.A. Venezuela
Dun & Bradstreet Zimbabwe
(Private) Limited Zimbabwe
DUN & BRADSTREET INVESTMENTS CANADA INC. Ontario, Canada
</TABLE>
B-5
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
DUN & BRADSTREET LEASING INC. Ontario,Canada
DUN & BRADSTREET SOFTWARE HOLDINGS, INC. Delaware
DBC Holding Corp. Delaware
Dun & Bradstreet Software
Services, Inc. Georgia
DBS-Dun & Bradstreet Software Services
do Brasil Ltda. Brazil
D&BS Services (M) Sdn. Bhd. Malaysia
Dun & Bradstreet Software Services
Hong Kong Limited Hong Kong
Dun & Bradstreet Software Services
New Zealand Limited New Zealand
Dun & Bradstreet Software Services
(S) PTE Ltd. Singapore
Dun & Bradstreet Software Services
International, Inc. Georgia
Dun & Bradstreet Software Services
(Canada) No. 2 Limited Ontario,Canada
Dun & Bradstreet Software Services
Holdings S.A. France
Dun & Bradstreet Software Services
Australia Holdings Pty. Ltd. Australia
D&B Technology Asia K.K. Japan
DUN-DONNELLEY PUBLISHING CORPORATION Delaware
DUNS INVESTING CORPORATION Delaware
550 COCHITUATE ROAD INVESTMENT CORPORATION Delaware
GARTNER GROUP, INC. Delaware 50.6
Gartner Group Asia, Inc. Delaware
Gartner Group Europe, Inc. Delaware
Gartner Group Sales, Inc. Delaware
GG Hong Kong, Inc. Delaware
New Science Associates Inc. Delaware
New Science Associates, Ltd. England
Real Decisions, Inc. Connecticut
Gartner Group FSC, Inc. Virgin Islands
Gartner Group Scandinavia, A/S Denmark
Gartner Group UK Ltd. England
Gartner Group France S.A.R.L. France
Gartner Group, GMBH Germany
Gartner Group Italia S.R.L. Italy
Gartner Group Nederland BV The Netherlands
Gartner Group Norge, A/S Norway
Gartner Group Sverige, AB Sweden
</TABLE>
B-6
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
I.M.S. INTERNATIONAL, INC. Delaware
I.M.S. Financial, Inc. Delaware
IMS Pharminform Holding AG Switzerland
Informations Medicales Et
Statistiques S.A. Belgium
Informations Medicales &
Statistiques S.A.R.L. Morocco
Institute for Medical Statistics
Norge A/S Norway
IMS AG Switzerland
IMS Medinform A.S. Czech Republic
IMS Information Medical
Statistics AG Switzerland
IMS Poland Limited Poland
IMS Medinform Hungaria
Market Research Services Ltd. Hungary
IMSMARQ AG Switzerland
IMS Servicos Ltda. Brazil
IMS Tunisia Tunisia
Interdata S.A. de C.V. Mexico
RCI Research Consultants AG Switzerland
Marketing Y Datos Limitada
[k/a Markdata Ltda.] Chile
Interstatistik AG Switzerland
I M S Ges.m.b.H. Austria
Datec Industria e Comercio,
Distribuidora Grafica e Mala
Direta Ltda. Brazil
Interdata Dominicana, S.A. Dominican Republic
Intercomunicaciones Y Servicio
de Datos S.A. Colombia
[k/a Interdata S.A.]
Pharma Data Paraguaya S.R.L. Paraguay
Pharma Data Uruguaya S.A. Uruguay
Data Coordination AG Switzerland
PMA Sociedad Anonima Argentina
Datandina S.A. (Peru) Peru
Institute for Medical
Statistics Oy Finland
I.M.S. (Nederland) B.V. The Netherlands
I.M.S. Nederland Finance B.V. io The Netherlands
Datandina Ecuador S.A. Ecuador
Asserta Centroamerica Medicion de
Mercados, S.A. Guatemala
PMV De Venezuela, C.A. Venezuela
Pharmadat Marktforschungs-
Gesellschaft m.b.H. Austria
Pharmacall Statistik Ges.
m.b.H. Austria
Medidat Marktforschungs-
Gesellschaft m.b.H. Austria 50.0
Intercontinental Marketing Services
Iberica, S.A. Spain
Pharmatest Medical Market
Studies, S.A. Spain
Mercados Y Analisis, S.A.
[k/a M.A.S.A.] Spain
IMS Turkiye Ltd. Turkey
</TABLE>
B-7
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
I.M.S. INTERNATIONAL, INC. (Continued)
I.M.S. Financial, Inc. (Continued)
IMS Pharminform Holding AG (Continued)
SRG Holdings Limited Hong Kong
SRG Management Services Limited Hong Kong
Survey Research Hongkong Ltd.Hong Kong
SRG China Ltd. Hong Kong
Shanghai SRG Ltd. China 80.0
SRG Research Services
(HK) Ltd. Hong Kong
Survey Research Asia
Pacific Ltd. Hong Kong
Survey Research
Taiwan Ltd. Taiwan
Research Consulting
Services Ltd. Hong Kong
Survey Research Group Ltd. Hong Kong
SRG Guangzhou Ltd. China 64.0
Survey Research Group
Pte. Ltd. Singapore
ASI Market Research Inc. Japan
Deemar Company Ltd. Thailand
Survey Research Singapore
Pte. Ltd. Singapore
Consumer Pulse Inc. Philippines
Dealer Pulse Inc. Philippines
Media Pulse Inc. Philippines
SRG International Ltd. New York
Marketing Insights
Pty. Ltd. Australia
Market Research (NZ) Ltd. New Zealand
Research Philippines
Unisearch Inc. Philippines
SRG Research Canada Ltd. Canada
D.J. Calhoun
Marketing &
Development Ltd. Canada 86.0
Recherches en
Marketing (Quebec)
Inc. Canada 86.0
IMS Software Services, Ltd. Delaware
Dun & Bradstreet Germany Holding, Ltd. Delaware
ACN Marketing Research Holding GmbH Germany
A. C. Nielsen GmbH Germany
A. C. Nielsen Werbeforschung
S&P GmbH Germany
Dataquest GmbH Germany
P&S Handelsberatung GmbH Germany
D & B Schimmelpfeng GmbH Germany
D&B Unterstutzungskasse GmbH Germany
IMS Holding Deutschland GmbH Germany
IFNS Marktforschung GmbH Germany
Institut fur Medizinische
Statistik GmbH Germany
I.M.S. Hellas Ltd. Greece
IMS Data GmbH Germany
Midoc Medizinische Informations
-und Dokumentations- Germany
Gesellschaft m.b.H.
IMS Japan Ltd. (KK) Japan
Pharmamedia AG Switzerland 51.0
I.M.S. Portugal-Consultores Internacionais
de Marketung Farmaceutico, Lda. Portugal
</TABLE>
B-8
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION EXHIBIT B
LIST OF ACTIVE SUBSIDIARIES AS OF JANUARY 31, 1995
<CAPTION>
State or Other % Ownership
Name Jurisdiction of 100% except
Incorporation as noted
_____________________________________________________________________________
<S> <C> <C>
I.M.S. INTERNATIONAL, INC. (Continued)
IMS (NZ) Limited New Zealand
IMS Investments (NZ) Limited New Zealand
Riddell Information Services Pty. Ltd. New Zealand
IMS Pacific Limited Hong Kong
IMS HK Investments Ltd. Hong Kong
IMS of Canada, Ltd. Canada
Informations Medicales Et
Statistiques S.A.R.L. France
Intercontinental Medical Statistics
International, Ltd. New York
Market Research International, Ltd. Delaware
Nippon Computer Services, Inc. Japan
IMS Asia (1989) Pte. Ltd. Singapore
Data Coordination (Israel) Ltd. Israel
Clark-O'Neill, Inc. New Jersey
IMS America, Ltd. New Jersey
Coordinated Management Systems, Inc. Delaware
Emron, Inc. New Jersey
INTERACTIVE DATA CORPORATION Delaware
MOODY'S INVESTORS SERVICE, INC. Delaware
Moody's Canada Inc. Canada
Moody's Deutschland GmbH Germany
Moody's Asia Pacific Limited Hong Kong
Moody's Japan Kabushiki Kaisha Japan
Moody's Investors Service Espana, S.A. Spain
OAK INVESTMENTS LTD. Bermuda
PILOT SOFTWARE, INC. Delaware
PES (Amsterdam) Holding en Finance B.V. The Netherlands
Pilot Software Pty. Ltd. Australia
Pilot Software S.A.R.L. France
Pilot Software GmbH Germany
Pilot Software B.V. The Netherlands
Pilot Software S.R.L. Italy
Pilot Software Pte. Ltd. Singapore
Pilot Software AB Sweden
Pilot Software Ltd. England
Thorn EMI Computer Software Ltd. England
SALES TECHNOLOGIES, INC. Georgia
THE REUBEN H. DONNELLEY CORPORATION Delaware
D&B Investors L.P. Delaware 99.0
Am-Don Partnership [d/b/a DonTech] Illinois 50.0
C-Don Partnership Pennsylvania 50.0
CenDon Partnership Illinois 50.0
Uni-Don Partnership Florida 50.0
January 31, 1995
</TABLE>
B-9
EXHIBIT C
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of The Dun & Bradstreet Corporation on Forms S-8
(File Nos. 2-53006, 33-21719, 33-25774, 33-27144, 33-44551, 33-49060,
33-51005 and 33-56289) of our reports dated January 25, 1995, on our
audits of the consolidated financial statements and financial
statement schedules of The Dun & Bradstreet Corporation as of
December 31, 1994 and 1993 and for the years ended December 31,
1994, 1993 and 1992, which reports are incorporated by reference or
included in this Form 10-K.
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
March 27, 1995
C-1
[DESCRIPTION] EXHIBIT-D
<TABLE>
Performance & Outlook
The Dun & Bradstreet Corporation
delivers information, software and services
that help customers make better, faster,
more profitable decisions.
______________________________________________________________________
Revenue by Segment
millions of dollars
Marketing Information Services
$2,043
Risk Management & Business Marketing
Information Services
$1,606
Software Services
$406
Directory Information Services
$440
Other Business Services
$401
______________________________________________________________________
Revenue by Geographic Area
1994 vs. 1985
percent
1994
United States
59%
Europe
28%
Other Non-U.S.
13%
_______________________________________________________
1985
United States
79%
Europe
14%
Other Non-U.S.
7%
Performance & Outlook
Marketing Information Services
<CAPTION>
Dollar amounts in millions 1994 1993 % Change 1992 1991 1990
__________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $2042.9 $1,868.3 +9.3 $1,894 $1,832 $1,938
Operating Income
Before Restructuring
Income/Expense - Net $ 277.1 $296.5 -6.5 $303 $286 $332
Operating Margin
% Before Restructuring
Income and Expense - Net +13.6 +15.9 -14.5
___________________________________________________________________________________
<FN>
Adjusted for acquisitions and divestitures and timing factors, revenue
growth was about 6% and operating income was down 18%.
</TABLE>
*In 1994, the effect of foreign-currency translation
on revenue and operating income performance
of D&B units was insignificant.
**Operating-income comments throughout
the Performance & Outlook section are before
restructuring income/expense net.
Nielsen
Nielsen is the world's leading provider of retail, promotion, media,
household and consumer information services; modeling, analytical and
logistics software; and decision-support tools. Consumer packaged goods
manufacturers and retailers use these services for tactical, operational
and strategic decision making.
1994 Performance
Nielsen's revenue was $1.102 billion, up 4.8 percent on a reported basis
and up about 3 percent adjusted for acquisitions and divestitures.*
Operating income** declined, reflecting increased investment spending as
well as past competitive losses and higher costs in the U.S.
1995 Outlook
Nielsen anticipates moderate growth in underlying worldwide revenue,
with stabilization of its U.S. business as a result of the impact of
competitive successes in 1994. Some margin improvement is anticipated
primarily as a result of productivity actions.
Operating Highlights and Growth Initiatives
Client Wins
Twenty-six clients in North America reestablished or consolidated
their accounts with Nielsen, which also won more than 40 renewals
compared with five losses. Key victories included Johnson & Johnson,
Bristol-Myers Squibb, General Mills, Tambrands and Dole Foods.
F-1
<PAGE>
Nielsen won European agreements with customers, including Reckitt &
Colman, Benckiser and, early in 1995, Unilever Foods and Kraft Jacobs
Suchard.
New Products and Technology
Nielsen loaded its massive database covering U.S. consumer products
in the revolutionary Nielsen Solution System and began using it to
generate ad hoc reports and special analyses for clients. Nielsen
Solution System changes how information is stored, processed and
delivered, and will give customers new opportunities to make rapid
strategic and operational decisions.
Nielsen and efficient market services, inc., established agreements
with major retailers to develop Efficient Consumer Response (ECR) and
category management information services. Daily information gathered in
all the stores in a retail chain represents a critical foundation for
capturing the full benefits of ECR, which calls for a dramatic
reengineering of promotion and distribution practices by manufacturers
and retailers. Nielsen's Solutions Partners program and its consumer
information services address all key elements of the distribution chain.
Nielsen Workstation, the Promotion Simulator and Opportunity
Explorer modeling and analytic products and the Spaceman family of
logistical software products generated strong double-digit revenue
growth in the U.S.
Nielsen rolled out scanning-based core retail tracking services in
nine European countries.
Nielsen adopted Pilot Software's LightShip Server online analytic
processing software in Europe and began using it for customer
application development. Pilot was acquired by D&B in late 1994.
Geographic Expansion
Nielsen acquired Survey Research Group (SRG), the market leader in
Asia; established a joint venture with AMER World Research that covers
Eastern Europe, North Africa and the Middle East; reentered South Africa
through a joint venture with IBIS; and acquired media and consumer
research businesses in Australia and New Zealand.
Nielsen dramatically expanded its media research business in Latin
America, acquiring IPSA S.A. of Argentina and announcing it will
introduce television audience measurement services in Brazil, Colombia
and Ecuador.
IMS International
IMS International is the world's leading provider of marketing, sales-
management and medical information and decision-support services for the
pharmaceutical and health-care industries.
1994 Performance
Revenue was $691 million, up about 13 percent on a reported basis and up
about 8 percent, adjusted for the acquisition of Amfac Chemdata and
timing factors. Operating income declined, reflecting increased
investment spending.
1995 Outlook
IMS expects double-digit underlying growth in revenue and operating
income.
F-2
<PAGE>
Operating Highlights and Growth Initiatives
Client Wins
Xponent, IMS America's revolutionary prescriber database service,
and Plan Trak, its managed-care database, contributed to strong
competitive gains. IMS America added new clients, including Merck & Co.
and Sandoz.
New Products
Xplorer, launched at mid-year, quickly became the market leader in
decision-support software for the pharmaceutical industry.
IMS began developing pharmacy database services in Italy and France
in 1994 and will add the U.K., Belgium and the Netherlands in 1995.
The Japan Sales Territory Report, a local version of IMS' proven
sales management services, was introduced; the first studies from the
people's Republic of China were published; and growth accelerated in
Eastern Europe.
IMS expanded IDRAC, the CD-ROM service that customers use to manage
the drug registration process in Europe.
IMS introduced MediVal, which helps manufacturers and retailers in
the U.S. manage Medicaid-related prescription reimbursements.
Acquisitions
The acquisition of Amfac Chemdata in Australia, a leading developer
of pharmacy management software, supports both pharmacy database
services and enhanced over-the-counter information services.
IMS acquired Emron, which provides managed-care information,
software and marketing services to pharmaceutical manufacturers.
Nielsen Media Research
Nielsen Media Research is the leading U.S. provider of national and
local television information services for networks and affiliates,
independent stations, syndicators, cable networks and systems,
advertisers and their agencies. Nielsen Media reported excellent growth
in revenue from both national and local services in 1994, as well as
excellent growth in operating income. Annual revenue exceeded $250
million for the first time. The division expects solid underlying growth
in revenue and operating income in 1995.
Nielsen Media expanded its local metered services to 32 cities and
will add Pittsburgh in 1995. Nielsen's competitor in syndicated local
television audience measurement, Arbitron, withdrew from the marketplace
in 1994.
Expanded programming by the FOX Network and an increase in the cable
network customer base to 35 generated growth in national measurement
services. Nielsen began increasing its nationwide People Meter sample
from 4,000 households to 5,000.
Nielsen Media is implementing client/server technology that supports
a more flexible, integrated reporting system for clients and will enable
Nielsen to introduce new products and services.
Nielsen Media generated growth from its national and local Hispanic
services in the U.S., including local measurement in 10 new markets.
F-3
<PAGE>
Nielsen relaunched its Monitor-Plus competitive media-reporting
service; expanded its sports marketing services; and began testing a
totally passive People Meter technology capable of delivering more
precise levels of viewing data.
<TABLE>
Risk Management & Business Marketing Information Services
<CAPTION>
Dollar amounts in millions 1994 1993 % Change 1992 1991 1990
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $1,605.7 $1,564.2 + 2.7 $1,521 $1,397 $1,351
Operating Income
Before Restructuring
Income/Expense - Net $ 445.2 $ 404.6 +10.0 $380 $285 $253
Operating Margin
% Before Restructuring
Income and Expense - Net +27.7 +25.9 + 6.9
___________________________________________________________________________________
<FN>
Adjusted for acquisitions, revenue was essentially unchanged and
operating income was up 9%.
</TABLE>
Dun & Bradstreet
Information Services
Dun & Bradstreet Information Services (DBIS) is the leading supplier of
business-to-business credit, marketing and receivables-management
information and decision-support services worldwide, and credit
insurance in the U.S. and Canada.
1994 Performance
Revenue was $1.256 billion, up 3 percent on a reported basis and up
about 1 percent adjusted for acquisitions. Operating-income growth was
substantial due primarily to productivity improvements. DBIS North
America's revenue was essentially unchanged, held down by slightly lower
U.S. credit services sales as customers continued to move to lower-
priced, less comprehensive products. Adjusted for acquisitions, DBIS
Europe posted a revenue increase of about 1 percent
1995 Outlook
DBIS expects moderate underlying growth in revenue and operating income
Operating Highlights and Growth Initiatives
Increased Geographic/Market Penetration
DBIS acquired S&W in France, Novinform A.G. in Switzerland and
Orefro L'Informazione in Italy, and formed an alliance with Tokyo Shoko
Research in Japan.
Soliditet, the leading supplier of business information in
Scandinavia acquired in 1993, generated double-digit growth rates,
exceeding expectations.
American Credit Indemnity, which markets credit insurance in the
U.S. and Canada, implemented a new underwriting strategy, expanded its
marketing to new industry groups and generated strong growth in revenue.
F-4
<PAGE>
DBIS' Asia-Pacific and Latin American operations generated strong
growth in Mexico, Brazil, Hong Kong and Singapore.
New Products and Technology
DBIS enhanced and expanded its Portfolio Analysis and Database
Marketing services in the U.S. and Canada and its Opportunity & Risk
Analysis service in Europe and Australia. These products, which
integrate customer data with D&B data and software for marketing, credit
and purchasing applications, generated promising new revenue streams in
their first full year. A powerful desktop version of Database Marketing,
Market Spectrum, was launched in early 1995.
Credit-scoring information services continued to grow in North
America. Customized credit-scoring was introduced for the trucking
industry.
New products were launched in the U.S. and the U.K. that enable
companies to program their own standards in DBIS' systems and produce
reports that deliver specific credit decisions.
A total revision of the U.K.'s business information product lines to
offer more options and flexible pricing generated increased inquiries
and market share gains in the second half of the year. Entering 1995,
DBIS launched similar new product ranges in Belgium and Italy.
The business-to-business marketing database was enhanced and
enlarged in the U.S. and contributed to improved performance in the
marketing segment. DBIS will launch a series of CD-ROM products for the
marketing segment in 1995.
DBIS generated new revenue in the U.S. through a suite of
environmental information products that customers in banking, real
estate and other industries use to measure the risk associated with a
company's proximity to hazardous environmental sites.
DBIS offered new electronic commerce services using electronic data-
interchange technology and third-party networks. The U.S. federal
government adopted DBIS' D-U-N-S Number as the standard business
identifier for electronic commerce.
DBIS launched WorldBase, which consolidates business-identification
and marketing information on more than 38 million businesses worldwide.
WorldBase will serve as a platform for a wide variety of customer
applications, such as building global customer and vendor databases,
establishing corporate family linkages and conducting cross-border
marketing and sales campaigns.
Moody's Investors Service
Moody's Investors Service, a global provider of financial analysis,
opinion, research and information, rates debt securities issued by
corporate and government entities, and publishes financial information
in print and electronic formats.
1994 Performance
After three consecutive years of strong growth, revenue and operating
income declined as expected in 1994 due to dramatic reductions in
corporate bond volumes and public-debt refundings.
1995 Outlook
Moody's anticipates moderate growth in revenue for the full year,
primarily from its expansion into international markets and from new
products, but little change in operating income due to investment
spending. However, continuing uncertainty remains in the bond market,
particularly in public finance.
F-5
<PAGE>
Operating Highlights and Growth Initiatives
Geographic Expansion
Moody's opened offices in Hong Kong and Toronto during 1994, and in
Singapore in early 1995. The company now maintains offices in eight
countries outside the U.S. Its Tokyo office has doubled in size over the
past two years.
Moody's opened an office in Dallas, and now serves public-finance
investors and issuers through three offices in key cities across the
U.S.
New Products
Moody's expanded its coverage of new debt instruments, such as
derivatives and structured notes.
Moody's Company Data with EDGAR was released. This product adds U.S.
Securities and Exchange Commission electronic filings to Moody's highly
successful CD-ROM service covering more than 10,000 public companies.
Moody's created and tested a new product that offers equity
information and analysis on companies in emerging markets including
Asia-Pacific, Latin America, Eastern Europe, the Middle East and Africa.
Moody's expects this service, developed with D&B Information Services
and the International Finance Corporation, to provide equity investors
with better information on companies and markets in newly attractive
investment areas.
Interactive Data
Interactive Data delivers securities-related information and software to
the investment community in North America, Europe and the Asia-Pacific
region. The division reported increased revenue and a strong increase in
operating income.
<TABLE>
Software Services
<CAPTION>
Dollar amounts in millions 1994 1993 % Change 1992 1991 1990
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $ 405.9 $ 475.6 -14.7 $534 $557 $558
Operating Income
Before Restructuring
Income/Expense - Net $ -.8 $ 43.7 -101.9 $ 19 $ 43 $ 57
Operating Margin
% Before Restructuring
Income and Expense - Net -.2 +9.2 -102.2
___________________________________________________________________________________
<FN>
Software Services posted a slight loss due to a third-quarter charge for
revaluation of computer software. Excluding the charge, the segment had
a profit in 1994.
</TABLE>
Dun & Bradstreet Software
Dun & Bradstreet Software delivers integrated client/server software for
financial, personnel management, manufacturing and decision-support
applications; and mainframe applications software, maintenance and
support services.
F-6
<PAGE>
1994 Performance
Revenue declined significantly due to lower mainframe-related sales.
Operating income declined as a result of revenue performance and
development spending.
1995 Outlook
D&B Software expects stabilization in its revenue and operating-income
results, with increased client/server software revenue essentially
offsetting mainframe software declines.
Operating Highlights and Growth Initiatives
New Products
D&B Software launched SmartStream 3.0, the integrated SmartStream
Suite of client/server software.
New elements of the SmartStream Suite in 1994 included manufacturing
and distribution components that were released in the fourth quarter,
personnel management, and major upgrades of the financial and decision-
support components.
Additional SmartStream products introduced were SmartPath, a tool
for converting from mainframe to client/server computing; SmartStream
Budget, an enterprise budgeting and analysis tool; and Stream Builder,
an application-development tool.
Client/Server Growth
Client/server revenue rose 60 percent in 1994.
Mainframe Enhancements
DBS formed a separate unit to enhance its mainframe software and
services. New pricing options were introduced for consulting,
maintenance and support services designed to give customers greater
flexibility and an easier transition to client/server computing.
Sales Technologies
Sales Technologies (ST) develops and markets mobile sales force
automation software and services, principally for the business-to-
business, pharmaceutical and consumer packaged goods markets. The
division reported a decline in revenue due to the exit of unprofitable
product lines, the close-down of its European operations and lower sales
of legacy products. ST improved its operating-income performance,
posting a significant reduction in losses due to cost savings and
improved productivity.
ST introduced three new Windows-based client/server products:
SNAP/Virtual Office for the business-to-business market, SNAP/Pharma for
the pharmaceutical industry, and SNAP/CPG for the consumer packaged
goods industry. These products share core sales automation technology,
while adding industry-specific components and features. They also
integrate data from DBIS, IMS and Nielsen to deliver comprehensive
information to mobile sales representatives.
Pilot Software
Pilot Software, acquired in late 1994, markets the LightShip family of
business-intelligence, client/server software products. Its LightShip
Server online analytic processing (OLAP) software delivers new
capabilities to customers to analyze large volumes of business
intelligence data quickly and effectively.
Pilot gives Dun & Bradstreet a strong competitor in the fast-growing
business-intelligence and OLAP software markets. It also provides new
technology and capabilities that will contribute to product development
and the introduction of new value to customers at other D&B units,
particularly IMS International and Nielsen.
In December, Nielsen adopted LightShip Server for customer application
development in Europe. The two units are now working together to load
Nielsen's information on LightShip and integrate it with existing
Nielsen decision-support and analytical software. The first elements of
the combined service are expected to be operational early in the second
quarter of 1995.
F-7
<PAGE>
Erisco
Erisco provides software and services for managed health-care
administration. Revenue declined during 1994 due to discontinued
services for defined-contribution administration, but operating income
improved.
<TABLE>
Directory Information Services
<CAPTION>
Dollar amounts in millions 1994 1993 % Change 1992 1991 1990
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $ 440.1 $ 450.7 - 2.4 $419 $463 $450
Operating Income
Before Restructuring
Income/Expense - Net $ 214.2 $ 185.2 +15.6 $161 $209 $184
Operating Margin
% Before Restructuring
Income and Expense - Net +48.7 +41.1 +18.5
___________________________________________________________________________________
<FN>
Excluding the impact of timing factors and the divestiture of Thomson Directories,
revenue growth was about 6% and operating income was up 32%.
</TABLE>
Reuben H. Donnelley
Reuben H. Donnelley provides yellow pages advertising directory
marketing, sales and publishing. Donnelley serves as sales and marketing
representative for directories published by NYNEX, and publishes and
sells directories on behalf of Cincinnati Bell and Sprint. Donnelley
also is a proprietary publisher in the mid-Atlantic region and southern
California. DonTech, a partnership with Ameritech advertising services,
serves Chicago and other markets in Illinois and northwestern Indiana.
1994 Performance
Directory Information Services' reported revenue decreased 2.4 percent
to $440.1 million. Excluding the impact of timing factors and the
divestiture of Thomson Directories, revenue growth for 1994 was about 6
percent. Underlying sales were up slightly. Operating income increased
15.6 percent to $214.2 million. Excluding timing factors and the
divestiture, operating income rose 32 percent, reflecting significant
productivity gains.
1995 Outlook
While Directory Information Services expects to maintain its strong cash
flow performance, reported revenue and operating income are expected to
decline moderately due to contractual changes. Underlying sales are
expected to continue to grow, with gains in Directory's key markets at
rates above industry averages.
Operating Highlights and Growth Initiatives
Yellow Pages Gains
Good sales and revenue gains were generated in key regions in the
Northeast and Midwest, driven by reengineered account-planning, market-
segmentation and territory-management practices, as well as improving
economic conditions.
Donnelley extended through 2004 its agreement with Sprint to provide
advertising sales, composition, compilation and customer service in
central Florida.
F-8
<PAGE>
New Technologies and Media
Donnelley announced it will build a new publishing center in North
Carolina that will employ advanced business systems and reengineered
processes, and will support the division's entry into new media,
including interactive and electronic services. Donnelley continued to
reduce the time required to publish its directories, which expands sales
cycles and increases customer satisfaction.
Donnelley successfully began selling ads for the new NYNEX
Interactive Yellow Pages on the Prodigy online network. Prodigy
subscribers will have access to over 2 million Yellow Pages listings in
the Northeast.
Donnelley tested a new advertising program in its proprietary
operations in California called Yellow Pages Television (YPTV). This
initiative offers directory advertisers the opportunity to adapt their
print advertising for use on cable television stations. By year-end,
YPTV was available in five southern California markets, with 26,000
commercial TV spots scheduled to run.
<TABLE>
Other Business Services
<CAPTION>
Dollar amounts in millions 1994 1993 % Change 1992 1991 1990
_________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $ 401.1 $ 351.6 + 14.1 $383 $402 $540
Operating Income
Before Restructuring
Income/Expense - Net $ 88.3 $ 28.0 +215.4 $ 50 $ 37 $ 63
Operating Margin
% Before Restructuring
Income and Expense - Net +22.0 + 8.0 +175.0
___________________________________________________________________________________
<FN>
Adjusted for divestitures, revenue increased about 17% and operating income
increased more than 400%. Operating income includes a gain on the sale of the
assets of DunsNet
</TABLE>
Gartner Group
Gartner Group is a leading provider of research, analysis and advisory
services to users and suppliers of information technology, with offices
or representatives in more than 30 countries worldwide. D&B holds more
than 50 percent of Gartner stock, which is traded over-the-counter on
the NASDAQ national market system.
Gartner produced exceptional growth in revenue and operating income, and
expects continuing strong growth in 1995. Key growth drivers at Gartner
include:
The introduction of new subscription products.
Wider distribution of its research and advisory services in
customers' organizations. Electronic delivery using CD-ROM and Lotus
Notes technology has expanded Gartner's base of direct users to more
than 50,000 individuals, compared with 23,000 two years ago.
Wider marketing of Gartner's services to a larger customer base,
including more mid-sized companies.
F-9
<PAGE>
Dataquest
Dataquest provides global market research, analysis and consulting
services for information technology, hardware, software, communications
and services companies. Its machinery information division was divested
in 1994.
Dataquest posted double-digit growth in revenue, adjusted for the
divestiture, and a substantial improvement in operating income
performance. After several years of operating losses, the unit returned
to profitability and posted results well ahead of expectations.
Dataquest introduced electronic product delivery vehicles; improved its
consulting services and performance; increased sales coverage in North
America and Asia; and developed new products and revised product lines
more closely aligned with customer needs. In the fourth quarter,
Dataquest acquired ResearchAsia, a technology market-tracking firm
covering Hong Kong, Thailand, South Korea, Singapore, Taiwan and other
countries.
NCH Promotional Services
NCH Promotional Services provides cents-off coupon redemption,
processing and financial management services to retailers, and promotion
analysis and information management to manufacturers. NCH reported lower
revenue, reflecting a decline in worldwide coupon redemptions and
competitive pricing in the industry. The division reported excellent
growth in operating income as a result of production efficiencies and
process reengineering. NCH introduced LAUNCH, a Windows-based promotion
management system, and Payment Choice, a flexible management and
reporting system for retailers.
F-10
<PAGE>
FINANCIAL REVIEW
The Company reported record earnings per share in 1994 of $3.70, up
10.1% from $3.36 a year ago, excluding the adoption of Financial
Accounting Standards Board (FASB) Statements of Financial Accounting
Standards (SFAS) No. 112 and No. 106 and a net restructuring charge of
$166.7 million after-tax, in 1993. (See Notes 3 and 6 to the
Consolidated Financial Statements.) Including these factors, the
Company reported 1993 earnings per share of $.23. Net income in 1994
increased by 5.7% to $629.5 million from $595.4 million in 1993,
excluding the factors cited above. Including these factors, The Dun &
Bradstreet Corporation (D&B) reported 1993 net income of $38.1
million.
Reported operating income in 1994 increased by 11.5% to $925.5
million from $830.0 million, before restructuring expense-net in 1993.
Operating-income growth outpaced revenue growth primarily because of
improved productivity from workforce reductions, prior restructuring
actions and other company-wide productivity initiatives. Excluding the
effects of acquisitions, divestitures, timing factors and restructuring
expense-net, D&B's 1994 operating income grew by about 10%.
For the Company's current portfolio of businesses, operating
expenses excluding restructuring expense-net and the effect of the
dollar increased .4% in 1994 compared with 1993, reflecting
productivity improvements.
D&B reported an 18.9 % operating margin for 1994--up from 16.0%
three years ago. Productivity actions ranged from a workforce reduction
of about 5,000 since late 1993, to company-wide consolidation of data-
processing centers, real estate, and back-office accounting.
Reported 1994 revenue increased by 3.9% to $4,895.7 million, from
$4,710.4 million in 1993. Excluding the effects of acquisitions and
divestitures and timing factors, 1994 revenue rose by about 2%. For
the full year, the impact of the dollar was not significant. Good
underlying revenue performance at IMS International (IMS), Nielsen
Media and Gartner Group, Inc. (Gartner Group) was largely offset by
a decline at Moody's Investors Service resulting from the change in
bond-market conditions, a decrease in mainframe-related revenue at
D&B Software (DBS), and by past competitive losses at Nielsen in the
U.S. (Excluding these three business, D&B's full-year underlying
revenue was up about 5%, and fourth-quarter underlying revenue was up
about 7%.) Revenue growth remains D&B's number-one objective. The
Company's positive year-end finish was encouraging, with enhanced
performances by IMS, Nielsen International, Nielsen Media and Gartner
Group. D&B continued to compete aggressively in 1994. Nielsen U.S.
seized the competitive momentum by winning a solid majority of
contracts awarded in 1994, while IMS substantially strengthened its
leadership position in the U.S. marketplace.
During the second quarter of 1994, D&B took further steps to
improve productivity. The Company divested two non-strategic
businesses--Thomson Directories (TDL) and the Machinery Information
Division of Dataquest--and initiated other actions to restructure
certain operations and businesses, and to reduce costs and increase
operating efficiencies. These restructuring measures included office
consolidations, the closedown of Sales Technologies' European
operations, the discontinuance of certain production and data-
collection systems and products, as well as additional steps to
complete certain actions initiated in the fourth quarter of 1993.
The pre-tax costs associated with these restructuring actions
essentially offset a pre-tax gain of $54.7 million on the two
divestitures. (See Note 3 to the Consolidated Financial Statements.)
In the third quarter of 1994, several non-recurring gains and
significant changes in costs were included in the Company's operating
results. As a result of the decision to outsource communications
services, the assets of DunsNet were sold for a pre-tax gain of
$36.0 million. Dun & Bradstreet Plan Services was divested with no
gain recorded. The Company also took proactive measures to improve
D&B's future performance by accelerating the introduction of newer
technologies, though this resulted in a charge of $38.8 million. The
charge principally reflected the revaluation of certain computer
software and other intangible assets that will be replaced or no
longer be used at DBS, IMS, Dun & Bradstreet Information Services
(DBIS) and Nielsen. In addition, a change in eligibility
F-11
<PAGE>
requirements for the Company's postretirement medical plan resulted
in a curtailment gain of approximately $25.7 million, which was
largely offset by a substantial increase in spending for new-product
development.
In the fourth quarter, as part of the Company's global initiative to
improve productivity and increase synergies, the Company realized a
$12.6 million benefit-plan curtailment gain due to workforce
reductions and divestitures and a $10.2 million gain from the sale
of Nielsen's headquarters in Northbrook, Illinois. The Company also
realized a $9.8 million benefit, included in other expense-net, from
tax sharing agreements with an Alaska Native Corporation. These
gains partially offset the high level of spending on new growth
initiatives in the quarter.
The Company reported 1994 non-operating expense-net of $46.3
million, compared with non-operating income-net of $35.5 million in
1993. Non-operating income-net in 1993 included the $21.0 million gain
on the initial public offering of Gartner Group. Non-operating
expense-net in 1994 was due in part to a lower cash position as a result
of cash payments for acquisitions, restructuring and severance, lower
interest rates earned on international cash investments and higher
interest rates paid on increased U.S. short-term borrowings, and
higher minority interest expense related to two previously disclosed
limited partnerships and to Gartner Group. These expenses were
partially offset by benefits from tax sharing agreements with an
Alaska Native Corporation. The cost of funds raised by one
partnership, which provided funding for the Company's 1993 share
repurchases, was more than offset by the favorable impact on earnings
per share of lower average shares outstanding.
The Company's effective tax rates were 28.4%, 29.5% and 30.4% in
1994, 1993 and 1992, respectively, excluding the effect of the
restructuring charge in 1993. The declines in the effective rates
in 1993 and 1994 were a result of the continuing favorable effects of
global tax-planning actions, partially offset in 1993 by an increase
in the U.S. corporate income tax rate.
Return on average shareowners' equity was 55.6%, 34.6% and 26.1%
in 1994, 1993 and 1992, respectively, excluding in 1993 restructuring
expense-net of $277.5 million, a $21.0 million gain from Gartner
Group's sale of stock and the cumulative effect of accounting
changes.
Focusing on 1995, D&B's revenue-growth outlook for 1995 is
substantially improved. The Company believes mid-single-digit
revenue growth is achievable, driven by investments in 1994, high-
growth acquisitions, increased competitive momentum and a stable
revenue outlook at Nielsen U.S. and D&B Software.
Based on the Company's decision to accelerate its long-term
commitment to revenue growth, it was decided to substantially
increase investment in D&B in 1995 over 1994. Accelerated
investment will fuel topline growth and build customer value through
new products and services, competitive pricing and strategic
acquisitions.
Based on these aggressive investment plans, 1995 underlying revenue
growth is expected to be in the mid-single digits, with growth in
earnings per share at or nearly at the Company's topline performance.
While the Company expects good 1995 business performance from its
divisions, several other factors will affect 1995 earnings growth.
In 1994, spending on new revenue initiatives, including dilution
from acquisitions, was funded primarily by an unusually high level
of productivity improvements from restructuring actions and workforce
reductions, as well as by employee benefit plan changes and some one
-time gains. In 1995, the incremental contribution from productivity
gains, while continuing to be strong, is not likely to be sufficient
to drive earnings growth beyond revenue growth, given the accelerated
levels of investment. Moreover, in 1995, the Company anticipates
less of a contribution from one-time savings and gains, which helped
to fund investment spending in 1994.
The first quarter of 1995 may not be representative of anticipated
full-year performance, in part because of a significant decline at
Moody's, compared with its good performance in the first quarter of
1994, resulting from the change in bond-market conditions.
Some of 1995's revenue growth will come from new products and
services, which typically show lower initial margins. The Company
also anticipates a reduction in contribution from the Directory
business due to contractual changes.
F-12
<PAGE>
Further, the Company expects
a substantial increase in interest expense as a result of 1994
expenditures on acquisitions, restructuring and severance, as well
as interest-rate increases on short-term financing. Despite
aggressive plans to increase spending, the Company is financially
strong and able to fund the current dividend. At a minimum, the
Company plans to maintain the current dividend. Any recommendation
to the board to increase the dividend will depend on how much
earnings grow.
Given D&B's current performance and confidence in its strategy to
deliver results, D&B's long-term expectations remain high-single-
digit revenue growth, and low-double-digit growth in earnings per
share.
Marketing Information Services reported a 9.3% increase in 1994
revenue to $2,042.9 million from $1,868.3 million in 1993. Adjusted
for the acquisitions of SRG, AGB Australia and Amfac Chemdata, the
divestiture of Donnelley Marketing Information Services (DMIS),
and timing factors, 1994 revenue growth for the segment was up
about 6%. IMS reported 1994 revenue of $691 million, up about 13%
on a reported basis and up about 8%, adjusted for the acquisition
of Amfac Chemdata and timing factors. Nielsen reported 1994
revenue of $1,102.0 million, up 4.8% on a reported basis and up
about 3%, adjusted for acquisitions and the divestiture of DMIS.
Nielsen Media reported excellent revenue growth in 1994. Reported
operating income for the segment before restructuring expense-net
decreased 6.5% to $277.1 million from $296.5 million a year ago.
Adjusted for acquisitions, the divestiture of DMIS and timing
factors, operating income before restructuring expense-net was
down 18%. Operating income before restructuring expense-net in
1994 reflected increased investment spending in the segment, as
well as past competitive losses and higher costs in Nielsen's U.S.
business.
Risk Management and Business Marketing Information Services
reported 1994 revenue growth of 2.7% to $1,605.7 million from $1,564.2
million in 1993. Adjusted for the acquisitions of Novinform AG,
S&W and Orefro, segment revenue was essentially unchanged, held
down by a decline at Moody's Investors Service. Moody's reported
lower 1994 revenue, principally due to the dramatic decline in
corporate-bond volumes and public-debt refundings. DBIS reported
1994 revenue of $1,256.3 million, up 3.0% from 1993. Adjusted
for acquisitions, DBIS' revenue was up about 1%. DBIS North
America's 1994 revenue was essentially unchanged, held down by
slightly lower U.S. credit services revenue resulting from customers'
increased use of lower priced, less comprehensive U.S. credit
services products. Adjusted for acquisitions, DBIS Europe's 1994
revenue increased by about 1%. Reported operating income for the
segment before restructuring expense-net increased 10.0% to $445.2
million from $404.6 million a year ago. Adjusted for acquisitions,
operating income before restructuring expense-net was up 9%, despite
a decline at Moody's, due primarily to productivity gains at DBIS.
Software Services reported a 14.7% decrease in 1994 revenue to
$405.9 million from $475.6 million a year ago. DBS' 1994 revenue,
adjusted for the dollar, was down in line with the segment, due to
lower mainframe-related revenue. The Software Services segment
posted a slight loss in 1994 before restructuring expense-net, due
to a third-quarter charge for the revaluation of computer software.
Excluding the charge, the segment had a modest profit, compared
with operating income before restructuring expense-net of $43.7
million a year ago.
Directory Information Services reported a 2.4% decrease in 1994
revenue to $440.1 million from $450.7 million a year ago, largely
as a result of timing factors. Excluding the impact of timing
factors and the divestiture of TDL, revenue growth for 1994 was
about 6%. Underlying sales of Directory Information Services
yellow pages directories were up slightly. Reported operating
income for the segment before restructuring expense-net increased
15.6% to $214.2 million from $185.2 million a year ago. Excluding
the impact of timing factors and the divestiture, segment
operating income before restructuring expense-net was up 32%,
reflecting significant productivity gains.
Other Business Services reported 1994 revenue of $401.1 million,
up 14.1% from $351.6 million in 1993. Adjusted for Dataquest's
divestiture of its Machinery Information Division and the divestiture
of Plan Services, segment revenue increased about 17%. Gartner Group
F-13
<PAGE>
reported excellent revenue growth in 1994. NCH Promotional Services
reported a decrease in 1994 revenue, reflecting a decline in
worldwide coupon redemptions and competitive pricing in the industry,
as well as the impact of actions taken to improve cash flow and
profitability. Reported operating income for the segment before
restructuring expense-net increased by 215.4% to $88.3 million
from $28.0 million a year ago, due primarily to the third-quarter
gain on the sale of the assets of DunsNet. Adjusted for Dataquest's
divestiture of its Machinery Information Division and the divestiture
of Plan Services, segment operating income before restructuring
expense-net was up significantly, due to the DunsNet gain and the
excellent performance at Gartner Group.
In 1993, the Company reported earnings per share of $3.36, up 8.4%
from $3.10 in 1992, excluding, in 1993, the cumulative effect of
accounting changes and the net restructuring charge. Nineteen
ninety-three earnings per share were reduced by $.05 per share as
a result of an increase in the U.S. corporate income tax rate.
Including the effect of these factors, the Company reported 1993
earnings per share of $.23 and net income of $38.1 million.
Operating revenue in 1993 was down .8% to $4,710.4 million from
$4,750.7 million in 1992. Excluding the effects of divestitures
and acquisitions, the adverse impact of the stronger dollar and
certain timing factors, 1993 revenue was up about 3.5%.
Operating income before restructuring expense-net in 1993
increased 5.6% to $830.0 million from $785.9 million in 1992.
Excluding the effects of divestitures and acquisitions, the
stronger dollar, certain timing factors and restructuring expense-
net, 1993 operating income was up about 13%. Operating income after
restructuring expense-net decreased to $552.5 million.
Operating expenses, excluding the effect of acquisitions and
divestitures, restructuring expense-net and the effect of the
stronger dollar, increased 1.7% in 1993 compared with 1992,
reflecting productivity improvements.
In 1993, the Company adopted the provisions of SFAS No. 112,
"Employers' Accounting for Postemployment Benefits" and SFAS No.
106, "Employers' Accounting for Postretirement Benefits Other than
Pensions." The adoption of SFAS No. 112 and SFAS No. 106 resulted
in one-time, non-cash, after-tax charges of $250 million and $140
million, respectively, in the first quarter of 1993. (See Note 6 to
the Consolidated Financial Statements.)
The Company reported 1993 non-operating income-net of $35.5
million, compared with non-operating income-net of $9.3 million in
1992. Non-operating income-net in 1993 included a $21.0 million gain
from the initial public offering of Gartner Group. Other expense-net
of $12.4 million in 1993 compared with other expense-net of $2.0
million in 1992 reflected the minority interest's share of income/loss
of majority-owned subsidiaries and two previously disclosed limited
partnerships. Non-operating expense-net in 1993 also reflected
lower interest expense due in part to a lower level of short-term
borrowings, a larger portfolio of marketable securities and
interest income on notes related to the sale of Datastream. In
effect, a portion of the increase in interest income-net represented
an offset to the absence of operating income from divested
businesses.
In 1992, the Company reported earnings per share of $3.10, up 9.2%
from $2.84 per share in 1991. Net income for 1992 increased 9.3% to
$553.5 million from $506.5 million in 1991.
Operating revenue in 1992 increased $99.7 million, or 2.1% to
$4,750.7 million from $4,651.0 million in 1991. Revenue growth in
1992 was held down by the effects of four divestitures--Donnelley
Marketing in February 1991, the communications unit of IMS
International in July 1991, Information Associates in June 1992 and
Datastream International in September 1992--as well as by the impact
of changes in contractual arrangements at Reuben H. Donnelley in 1991.
Excluding these factors, and the impact of a slightly weaker dollar,
revenue growth was about 5%, which was held down by the negative
impact of economic and industry conditions on Directory Information
Services and DBS.
Operating income in 1992 increased by 5.6% to $785.9 million from
$744.3 million in 1991. Excluding the effects of divestitures, the
1991 changes in Donnelley contracts, 1991 restructuring expense and
the impact of a slightly weaker dollar, operating income increased
by about 9%.
F-14
<PAGE>
Operating expenses excluding the effect of acquisitions and
divestitures, restructuring expense-net and the impact of a weaker
dollar, increased 4% in 1992 compared with 1991.
Non-operating income-net of $9.3 million in 1992, compared with
non-operating expense-net of $7.0 million in 1991, reflecting a
larger portfolio of marketable securities and a lower level of
short-term borrowings, due to a significant increase in cash flow
from operations and proceeds from the sales of Datastream
International and Information Associates. In effect, a portion of
the increase in interest income-net represented an offset to the
absence of operating income from divested businesses. Non-
operating income-net in 1992 also included a $3.4 million gain on
foreign-currency put options, compared with an $11.2 million gain in
1991.
In line with the Company's often stated strategy of sharpening its
focus on key markets for information services, during 1992, the
Information Associates unit of DBS and Datastream International
were sold during the second and third quarters, respectively.
Restructuring actions initiated in 1992 included the reorganization
of European operations at Nielsen, and workforce reductions and
actions to consolidate operations at DBS and Reuben H. Donnelley.
The pre-tax costs of these actions essentially offset a pre-tax gain
of $107 million on the sales of Datastream International and
Information Associates.
In 1993 the Company sold DMIS, redeemed preferred shares and notes
related to the sales of Donnelley Marketing and Datastream
International and resolved certain contingencies related to other
divestitures. As a result of the above transactions, a $40.0 million
restructuring gain was recognized. In 1993, the Company also
recognized a $21.0 million non-operating gain related to the initial
public offering of Gartner Group in which the Company holds a
majority interest. In connection with the above operating and
non-operating gains, the Company recorded $61.0 million of
restructuring expense related to workforce reductions (non-severance
costs) and restructuring of certain operations and businesses.
Additional restructuring actions initiated in 1993 totaling $256.5
million represented an acceleration of ongoing efforts to achieve
long-term productivity improvements and to leverage the Company's
global synergies. A significant portion of the charge was for
downsizing the number of data-processing centers, reducing worldwide
real estate costs, and reengineering back-office accounting functions.
The ongoing pre-tax savings from these synergy actions are expected to
grow in the next few years to approximately $100 million annually.
In 1994, 1993 and 1992, certain restructuring actions initiated in
1993, 1992 and 1991 were completed at a lower cost than originally
estimated and other actions required more costs to implement than
originally expected. In addition, costs to complete certain actions
being implemented changed based on revised estimates and experience
to date. In a number of instances, new restructuring actions were
initiated to complement or enhance original actions and certain
actions were expanded, contracted or discontinued based on changed
circumstances. While the total costs of all restructuring actions
remained unchanged, the changes in estimates and other changes did
impact operating income by business segment. (See Notes 3 and 15 to
the Consolidated Financial Statements.)
Restructuring actions significantly affect year-to-year comparisons
of operating income by segment. Accordingly, Marketing Information
Services reported operating income of $285.3 million in 1994, compared
with operating income of $243.5 million and $257.2 million in 1993
and 1992, respectively. Risk Management and Business Marketing
Information Services reported operating income in 1994 of $447.0
million, compared with operating income of $307.6 million and $371.0
million in 1993 and 1992, respectively. Software Services'
operating loss for 1994 totaled $3.6 million, compared with
operating losses of $24.6 million and $19.2 million in 1993 and 1992,
respectively. Directory Information Services' operating income in
1994 totaled $248.0 million, compared with $170.3 million and $154.0
million in 1993 and 1992, respectively. Other Business Services'
operating income in 1994 totaled $110.0 million, compared with $24.8
million and $149.8 million in 1993 and 1992, respectively.
F-15
<PAGE>
Non-U.S.Operations and Monetary Assets - The Company has operations
in more than 70 countries. Approximately 41% of the Company's revenues
in 1994 were from non-U.S. operations, including approximately 28% from
European operations. The percentage of the Company's revenue from
non-U.S. (particularly non-European) operations increased in 1994
compared with 1993 because of the effect of acquisitions in 1994.
Non-U.S. operations accounted for approximately 28% of the Company's
operating income in 1994, including European operations,
which accounted for approximately 20%. Changes in the value of non-
U.S. currencies relative to the U.S. dollar cause fluctuations in
U.S. dollar operating results. In 1994, the effect of foreign
currency translation on revenue and operating income growth was
insignificant. In 1993, foreign currency translation decreased U.S.
dollar revenue and operating income growth by approximately 4%.
From 1989 through 1993, the Company had used various financial
instruments, which have provided partial protection against foreign
currency exposures versus annual plan; however, this practice did
not avoid year-to-year fluctuations in U.S. dollar operating results
resulting from foreign currency translation. In 1994, the Company
discontinued this practice; however, the cost/benefit of this
practice will be re-evaluated periodically and might be used in the
future.
Non-U.S. monetary assets are maintained in European currencies,
principally in Germany, Switzerland, Spain, Italy, and the
Netherlands. Changes in the value of these currencies relative to
the U.S. dollar are charged or credited to shareowners' equity.
The effect of exchange rate changes during 1994 increased the U.S.
dollar amount of cash and cash equivalents by approximately $15.4
million.
Liquidity and Financial Position - At December 31, 1994, cash, cash
equivalents and current and non-current marketable securities
totaled $495 million, (including $130 million of American Credit
Indemnity's marketable securities, a portion of which is subject
to insurance regulation), a decline of $279 million from December 31,
1993 and short-term debt totaled $501 million, an increase of $243
million from December 31, 1993. This combined usage ($522 million)
of cash during 1994 included a number of significant outlays,
including expected payments for postemployment benefits and
restructuring of $174.5 million and $142.8 million, respectively,
and net outlays of approximately $126 million for the acquisition
of businesses and equity investments (net of proceeds from the sale
of businesses of $143.7 million). Excluding the aforementioned
significant outlays, the Company used approximately $80 million of
cash during 1994. This usage included increased spending for
property, plant and equipment and software development, reflecting
spending for growth, and an increase in accounts receivable, which
management believes was largely attributable to a number of timing
factors.
In 1995, the Company expects outlays in the range of $145 million
for completion of restructuring actions principally initiated in
late 1993. In addition, annual outlays for postemployment benefits
(principally severance) in the range of $100 million are anticipated
in 1995 and 1996 to complete workforce reductions originally planned
through 1997. The Company expects improvement in cash flow from
operations in 1995 and therefore, including the aforementioned 1995
expenditures expects to be a moderate user of cash.
Net cash provided by operating activities was $562.0 million,
$917.0 million, and $986.9 million in 1994, 1993 and 1992,
respectively. The decrease of $355.0 million in net cash provided by
operating activities in 1994, compared with 1993, primarily reflected
higher restructuring payments ($47.7 million), higher postemployment
benefit payments ($130.2 million), increased investment in
accounts receivable ($125.1 million) and a higher increase in other
working capital items ($73.7 million).
Cash used in investing activities totaled $639.1 million for 1994,
compared with $367.0 million and $283.5 million in 1993 and 1992,
respectively. Cash used in investing activities in 1994 reflected
payments for acquisition of businesses and equity investments
(included in Other Investments and Notes Receivable) of
approximately $270 million. The increase in cash usage, compared
with 1993 also reflected higher payments for the purchase of
marketable securities-net ($84.4 million), higher capital
F-16
<PAGE>
expenditures ($36.8 million) related to the purchase and
refurbishment of several buildings, increased additions to computer
software and other intangibles ($27.3 million), offset, in part,
by higher proceeds from sale of businesses ($36.2 million). Capital
expenditures were $272.5 million, $235.7 million, and $196.9 million
in 1994, 1993 and 1992, respectively.
Cash received ($143.7 million) during 1994 from the sale of TDL,
the Machinery Information Division of Dataquest and DunsNet's assets
was added to the general funds of the Company.
Net cash used in financing activities totaled $253.8 million in
1994, compared with $353.8 million in 1993, and $481.3 million in
1992. The decrease in cash usage in 1994 reflected an increase in
U.S. short-term borrowings ($395.7 million), part of which was used to
repay Alaska Native Corporation obligations ($166.2 million).
In addition, 1993 included payments for purchase of the Company's
common stock ($612.2 million) funded, in part, by third-parties'
investments in partnerships ($625.0 million).
In late 1996, third-parties special investors interests ($500
million) in the investment partnership (see Note 10 to the
Consolidated Financial Statements) will be exchanged for cash,
Company stock, a debt instrument issued by the Company, or a
combination thereof at the Company's discretion. Additionally,
the limited partners in the database licensing partnership described
in Note 10 will have the right to have their limited partnership
interests ($125 million) liquidated after 1996.
The Company has entered into interest rate swap agreements, which
effectively fixed interest rates on $300 million of variable rate
debt, at a weighted average fixed rate payable of 6.84%. (See Note
5 to the Consolidated Financial Statements.)
The Company continues to be financially strong. Management
believes that short- and medium-term financing alternatives
available to the Company, in addition to the Company's portfolio of
cash, cash equivalents and marketable securities, as well as cash
generated from operations, will be more than sufficient to meet the
Company's cash requirements including operating requirements,
dividends, severance payments, restructuring expenses, payments for
acquisitions and those that might result from liquidation of
partnerships minority interests.
Dividends - The regular quarterly dividend was increased to $.65
from $.61 per share on April 20, 1994. The increase brought
dividends per share in 1994 to $2.56, an increase of 6.7% over the
$2.40 paid in 1993. On an annualized basis, the dividend rate of
$2.60 was up 6.6% from the previous rate.
Common Stock Information - The Company's common stock (symbol DNB)
is listed on the New York, London, Tokyo, Zurich, Geneva and Basel
stock exchanges. During 1994 and 1993, 63.3 million shares and
69.4 million shares, respectively, were traded, representing 37.2%
and 39.2% of the average number of shares outstanding in the
respective years. The number of shareowners of record declined
to 14,646 at January 31, 1995 from 15,458 at January 31, 1994.
The following summarizes price and dividend-per-share information
for Dun & Bradstreet common stock as reported in the periods shown:
F-17
<PAGE>
Price Per Share ($) Dividends Paid
------------------------------ --------------
1994 1993 Per Share ($)
------------ ------------ -------------
High Low High Low 1994 1993
______________________________________________________________________
First Quarter 64 57 7/8 61 3/4 55 3/4 .61 .57
Second Quarter 59 3/4 55 1/4 60 3/4 57 3/8 .65 .61
Third Quarter 59 1/4 55 1/2 64 7/8 57 1/2 .65 .61
Fourth Quarter 60 3/4 51 7/8 68 1/2 60 5/8 .65 .61
______________________________________________________________________
Year 64 51 7/8 68 1/2 55 3/4 2.56 2.40
______________________________________________________________________
F-18
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareowners and the Board of Directors of The Dun & Bradstreet
Corporation:
We have audited the accompanying consolidated statement of financial
position of The Dun & Bradstreet Corporation and Subsidiaries as of
December 31, 1994 and 1993, and the related consolidated statements of
income, shareowners' equity and cash flows for the years ended December
31, 1994, 1993 and 1992. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
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 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
The Dun & Bradstreet Corporation and Subsidiaries as of December 31,
1994 and 1993, and the consolidated results of their operations and
their cash flows for the years ended December 31, 1994, 1993 and 1992,
in conformity with generally accepted accounting principles.
As discussed in Note 6 to the consolidated financial statements, in
1993, the Company adopted Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" and Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits".
COOPERS & LYBRAND L.L.P.
Stamford, Connecticut
January 25, 1995
F-19
<PAGE>
Statement of Management Responsibility for Financial Statements
To the Shareowners of
The Dun & Bradstreet Corporation:
Management has prepared and is responsible for the consolidated
financial statements and related information that appear on pages 16 to
39. The consolidated financial statements, which include amounts based
on judgments of management, have been prepared in conformity with
generally accepted accounting principles. Other financial information
in the annual report is consistent with that in the consolidated
financial statements.
Management believes that the Company's internal control systems
provide reasonable assurance at reasonable cost that assets are
safeguarded against loss from unauthorized use or disposition, and that
the financial records are reliable for preparing financial statements
and maintaining accountability for assets. These systems are augmented
by written policies, an organizational structure providing division of
responsibilities, careful selection and training of qualified financial
people and a program of internal audits.
The independent accountants are engaged to conduct an audit of and
render an opinion on the financial statements in accordance with
generally accepted auditing standards. These standards include an
assessment of the systems of internal controls and tests of transactions
to the extent considered necessary by them to support their opinion.
The Board of Directors, through its Audit Committee consisting
solely of outside directors of the Company, is responsible for reviewing
and monitoring the Company's financial reporting and accounting
practices. Coopers & Lybrand L.L.P. and the internal auditors each have full
and free access to the Audit Committee and meet with it regularly, with
and without management.
Robert E. Weissman
/s/ Robert E. Weissman
________________________
Robert E. Weissman
President and
Chief Executive Officer
Edwin A. Bescherer, Jr.
/s/ Edwin A. Bescherer, Jr.
__________________________________
Edwin A. Bescherer, Jr.
Executive Vice President - Finance
and Chief Financial Officer
F-20
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Consolidated Statement of Income
Years Ended December 31,
<CAPTION>
Dollar amounts in millions, except per share data 1994 1993 1992
___________ ___________ __________
<S> <C> <C> <C>
Operating Revenue $4,895.7 $4,710.4 $4,750.7
Operating Costs, Selling and
Administrative Expenses 3,549.1 3,506.7 3,585.9
Depreciation and Amortization 421.1 373.7 378.9
Restructuring Expense - Net 0 277.5 0
___________ ___________ __________
Operating Income 925.5 552.5 785.9
___________ ___________ __________
Interest Income 31.2 51.6 44.1
Interest Expense (39.0) (24.7) (32.8)
Gain on Sale of Gartner Group Stock 0 21.0 0
Other Expense - Net (38.5) (12.4) (2.0)
___________ ___________ __________
Non-Operating (Expense)Income - Net (46.3) 35.5 9.3
___________ ___________ __________
Income Before Provision for Income Taxes and Cumulative
Effect of Changes in Accounting Principles 879.2 588.0 795.2
Provision for Income Taxes 249.7 159.3 241.7
___________ ___________ __________
Income Before Cumulative Effect of Changes in
Accounting Principles 629.5 428.7 553.5
Cumulative Effect to January 1, 1993, of Changes
in Accounting Principles:
-SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions,"
Net of Income Tax Benefits of $93.7 - (140.6) -
-SFAS No. 112, "Employers' Accounting for
Postemployment Benefits," Net of Income Tax
Benefits of $150.0 - (250.0) -
___________ ___________ __________
Net Income $ 629.5 $ 38.1 $ 553.5
_______________________________________________________________ ___________ __________
Earnings Per Share of Common Stock:
Before Cumulative Effect of Changes in
Accounting Principles $ 3.70 $ 2.42 $ 3.10
Cumulative Effect to January 1, 1993, of Changes in
Accounting Principles:
-SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," - (.79) -
-SFAS No. 112, "Employers' Accounting for
Postemployment Benefits" - (1.40) -
_______________________________________________________________ ___________ __________
Net Earnings Per Share of Common Stock $ 3.70 $ .23 $ 3.10
___________ ___________ ___________
Average Number of Shares Outstanding 169,946,000 177,181,000 178,346,000
_______________________________________________________________ ___________ ___________
<FN>
The accompanying notes are an integral part of the consolidated
financial statements
F-21
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation
Consolidated Statement of Financial Position
December 31,
<CAPTION>
Dollar amounts in millions, except per share data 1994 1993
___________________________________________________________________________
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 335.4 $ 650.9
Marketable Securities 26.9 17.7
Accounts Receivable - Net 1,256.5 1,078.9
Other Current Assets 362.2 374.9
--------- ---------
Total Current Assets 1,981.0 2,122.4
___________________________________________________________________________
Investments
Marketable Securities 133.1 106.2
Other Investments and Notes Receivable 366.4 310.6
--------- ---------
Total Investments 499.5 416.8
___________________________________________________________________________
Property, Plant and Equipment - Net 918.5 861.1
___________________________________________________________________________
Other Assets-Net
Deferred Charges $ 363.1 $ 318.5
Computer Software 335.9 294.5
Other Intangibles 216.0 214.7
Goodwill 1,149.9 942.4
--------- ---------
Total Other Assets-Net 2,064.9 1,770.1
___________________________________________________________________________
TOTAL ASSETS $5,463.9 $5,170.4
___________________________________________________________________________
Liabilities and Shareowners' Equity
Current Liabilities
Accounts and Notes Payable $ 790.8 $ 371.8
Accrued and Other Current Liabilities 1,300.4 1,561.5
Accrued Income Taxes 95.4 110.8
--------- ---------
Total Current Liabilities 2,186.6 2,044.1
___________________________________________________________________________
Unearned Subscription Income 290.3 263.7
Postretirement and Postemployment Benefits 484.9 545.7
Deferred Income Taxes 209.3 176.8
Other Liabilities and Minority Interests 974.2 1,028.8
___________________________________________________________________________
TOTAL LIABILITIES $4,145.3 $4,059.1
___________________________________________________________________________
Shareowners' Equity
Preferred Stock, par value $1 per share,
authorized - 10,000,000 shares;
outstanding - none
Common Stock, par value $1 per share,
authorized - 400,000,000 shares;
issued-188,411,297 and 188,406,813 shares for
1994 and 1993, respectively $ 188.4 $ 188.4
Capital in Excess of Par Value 67.2 64.2
Retained Earnings 2,330.0 2,135.7
Treasury Stock, at cost, 18,650,410 and 18,124,514
shares for 1994 and 1993, respectively (1,077.2) (1,036.5)
Cumulative Translation Adjustment (183.5) (240.5)
Unrealized Losses on Investments (6.3) 0
______________________________________________________________ __________
Total Shareowners' Equity $1,318.6 $1,111.3
______________________________________________________________ __________
Total Liabilities and Shareowners' Equity $5,463.9 $5,170.4
______________________________________________________________ __________
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
F-22
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Consolidated Statement of Cash Flows
Years Ended December 31,
<CAPTION>
Dollar amounts in millions 1994 1993 1992
___________ ___________ __________
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 629.5 $ 38.1 $ 553.5
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Cumulative Effect of Changes in Accounting
Principles:
Postretirement Benefits Other Than Pensions 0 140.6 0
Postemployment Benefits 0 250.0 0
Depreciation and Amortization 421.1 373.7 378.9
Gain from Sale of DunsNet Assets (36.0) 0 0
Gains from Sale of Businesses and Gartner Group Stock (56.3) (61.0) (106.9)
Restructuring Provisions 56.3 317.5 106.9
Restructuring Payments (142.8) (95.1) (93.6)
Postemployment Benefit Payments (174.5) (44.3) 0
Net (Inrease) Decrease in Accounts Receivable (88.3) 36.8 12.0
Deferred Income Taxes 67.9 2.9 (40.0)
Postemployment Benefits - Curtailment Gains (46.0) (2 1) 0
Net (Increase) Decrease in
Other Working Capital Items (89.4) (15.7) 154.9
Other 20.5 (24.4) 21.2
_______________________________________________________________ ___________ ___________
Net Cash Provided by Operating Activities 562.0 917.0 986.9
_______________________________________________________________ ___________ ___________
Cash Flows from Investing Activities:
(Payments for) Proceeds from Marketable
Securities - Net (.5) 83.9 (89.0)
Proceeds from Sale of Businesses 143.7 107.5 174.5
Payments for Acquisition of Businesses (excluding cash
and cash equivalents acquired of $1.9 million and
and $12.8 million in 1994 and 1993, respectively) (234.0) (120.1) (1.8)
Capital Expenditures (272.5) (235.7) (196.9)
Additions to Computer Software and Other Intangibles (230.2) (202.9) (160.6)
(Increase)Decrease in Other Investments and
Notes Receivable (67.6) (29.8) .8
Other 22.0 30.1 (10.5)
_______________________________________________________________ ___________ ___________
Net Cash Used in Investing Activities (639.1) (367.0) (283.5)
_______________________________________________________________ ___________ ___________
Cash Flows from Financing Activities:
Payment of Dividends (435.2) (423.0) (401.3)
Payments for Purchase of Treasury Shares (70.0) (612.2) (48.3)
Net Proceeds from Exercise of Stock Options 23.4 43.1 23.6
Increase Decrease in U.S. Short-term Borrowings 360.8 (34.9) (54.5)
Third-Parties' Investments in Partnerships 0 625.0 0
Payment of Alaska Native Corp. Obligations (166.2) 0 0
Other 33.4 48.2 (.8)
_______________________________________________________________ ___________ ___________
Net Cash Used in Financing Activities (253.8) (353.8) (481.3)
_______________________________________________________________ ___________ ___________
Effect of Exchange Rate Changes on Cash
and Cash Equivalents 15.4 (39.8) (12.7)
_______________________________________________________________ ___________ ___________
Increase(Decrease) in Cash and Cash Equivalents (315.5) 156.4 209.4
Cash and Cash Equivalents, Beginning of Year 650.9 494.5 285.1
_______________________________________________________________ ___________ ___________
Cash and Cash Equivalents, End of Year $ 335.4 $ 650.9 $ 494.5
_______________________________________________________________ ___________ ___________
<FN>
The accompanying notes are an integral part of the consolidated
financial statements
F-23
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
CONSOLIDATED STATEMENT OF SHAREOWNERS' EQUITY
<CAPTION>
Dollar amounts in millions, except per share data
__________________________________________________________________________________________________________________
Common Capital in Cumulative Unrealized
Three Years Ended Stock Excess of Retained Treasury Translation Losses on
December 31, 1994 ($1 Par Value) Par Value Earnings Stock Adjustment Investments Total
__________________________________________ _________ _________ _________ ___________ ___________ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, Jan. 1, 1992 $188.4 $56.5 $2,368.4 $(450.5) $(39.7) $ 0 $ 2,123.1
Net Income 553.5 553.5
Cash Dividends ($2.25 per share) (401.3) (401.3)
Treasury shares reissued under
stock options and deferred
compensation plans (577,296) 2.9 23.6 26.5
Treasury shares reissued under
restricted stock plan (71,884) 4.0 4.0
Less unearned portion (4.0) 4.0)
Plus earned portion of grants 3.2 3.2
Treasury shares acquired (864,108) (48.3) (48.3)
Change in cumulative translation
adjustment (100.7) (100.7)
_________________________________________ ________ ___________ ________ ___________ __________ __________
Balance, December 31, 1992 188.4 59.4 2,520.6 (472.0) (140.4) 0 2,156.0
Net Income 38.1 38.1
Cash Dividends ($2.40 per share) (423.0) (423.0)
Treasury shares reissued under
stock options and deferred
compensation plans (958,011) 4.8 43.1 47.9
Treasury shares reissued under
restricted stock plan (93,888) 5.4 5.4
Less unearned portion (5.4) (5.4)
Plus earned portion of grants 4.6 4.6
Treasury shares acquired (9,010,227) (612.2) (612.2)
Change in cumulative translation
adjustment (100.1) (100.1)
_________________________________________ ________ ___________ ________ ___________ __________ __________
Balance, December 31, 1993 188.4 64.2 2,135.7 (1,036.5) (240.5) 0 1,111.3
Net Income 629.5 629.5
Cash Dividends ($2.56 Per share) (435.2) (435.2)
Treasury shares reissued under
stock options and deferred
compensation plans (552,805) 3.0 23.4 26.4
Treasury shares reissued under
restricted stock plan (114,930) 7.1 7.1
Less unearned portion (7.1) (7.1)
Plus earned portion of grants 5.9 5.9
Treasury shares acquired (1,193,631) (70.0) (70.0)
Change in cumulative translation
adjustment 57.0 57.0
Unrealized losses on investments (6.3) (6.3)
_________________________________________ ________ ___________ ___________ _________ __________ __________
Balance, December 31, 1994 $188.4 $67.2 $2,330.0 $(1,077.2) $(183.5) $(6.3) $1,318.6
_________________________________________ ________ ___________ ___________ _________ __________ __________
<FN>
The accompanying notes are an integral part of the consolidated
financial statements
F-24
</TABLE>
<PAGE>
The Dun & Bradstreet Corporation
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Principles of Consolidation. The consolidated financial statements
include those of the Company, its subsidiaries and partnerships in
which the Company has a controlling interest. Investments in
companies over which the Company has influence but not a controlling
interest are carried at equity. The effects of all significant
intercompany transactions have been eliminated.
The financial statements of IMS International, Inc. (IMS), Dun &
Bradstreet Software, Gartner Group, Inc. (Gartner Group) and
subsidiaries outside the United States and Canada reflect a fiscal
year ending November 30 to facilitate timely reporting of the
Company's consolidated financial results.
Cash Equivalents. Marketable securities that mature within 90 days
of purchase date are considered cash equivalents.
Marketable Securities. The Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities"
in 1994. At December 31, 1994, all marketable securities were
classified as "available for sale" and , therefore, are reported at
fair value, with net unrealized gains and losses reported in
shareowners' equity. Prior to 1994, marketable securities,
consisting principally of fixed income securities, were carried at
amortized cost.
The fair value of current and non-current marketable securities (and
interest rate swap agreements and foreign exchange forward contracts
discussed in Note 5 below) were estimated based on quoted market
prices whenever available. When quoted market prices were not
available, the Company used standard pricing models for various types
of financial instruments which take into account the present value of
estimated future cash flows. Realized gains and losses on marketable
securities are determined on the specific identification method.
Unbilled Expenditures. These expenditures, which are included in
other current assets, represent costs to be expensed upon contract
completion and the cost of coupons purchased in connection with
clearing house activities, which are rebilled to customers.
Property, Plant and Equipment. Buildings and machinery and equipment
are depreciated over their estimated useful lives using principally
the straight-line method. Leasehold improvements are amortized on a
straight-line basis over the shorter of the term of the lease or the
estimated useful life of the improvement.
Other Assets. Deferred charges include prepaid pension costs and
assets of grantor trusts established to pay benefits for U.S.
supplemental pension plans. Certain computer software costs are
capitalized in accordance with Statement of Financial Accounting
Standards No. 86, "Accounting for the Costs of Computer Software
to be Sold, Leased, or Otherwise Marketed," and are reported at
the lower of unamortized cost or net realizable value. Other
intangibles result from acquisitions and database development.
Computer software and other intangibles are being amortized, using
principally the straight-line method, over three to five years and
five to 15 years, respectively. Goodwill represents the excess
purchase price over the fair value of identifiable net assets of
businesses acquired and is amortized on a straight-line basis over
seven to 40 years. At each balance sheet date, the Company reviews
the recoverability of goodwill based on estimated undiscounted
future cash flows from operating activities compared with the
carrying value of goodwill.
Unearned Subscription Income. Amounts billed for service and
subscriptions are credited to unearned subscription income and
reflected in operating revenue over the subscription term, which is
generally one year.
Earnings Per Share of Common Stock. Earnings per share are based on
the weighted average number of shares of common stock outstanding
during the year. The inclusion of shares issuable under stock
options in the calculation of earnings per share would not result
in material dilution.
Financial Instruments. The Company is a party to financial
instruments with off-balance-sheet-risk, which are entered into in
the normal course of business to reduce exposure to fluctuations in
interest and foreign exchange rates. The counterparties to these
instruments are major international financial institutions. See
Note 5 to the Consolidated Financial Statements.
Reclassifications. Certain prior-year amounts have been reclassified
to conform with the 1994 presentation.
F-25
<PAGE>
Note 2. Acquisitions
In 1994 and 1993, the Company acquired various companies in separate
transactions that were accounted for as purchases.
The aggregate purchase price of such acquisitions totaled
approximately $234 million in 1994 (approximately $300 million
including acquisition costs, contingent payments and minority
interests in several companies). The largest acquisitions were:
Survey Research Group, a premier market research firm in Southeast
Asia; S&W S.N.R.C. - Wys Muller S.A., a French credit information
company; and Pilot Software, a leading provider of on-line analytic
processing software solutions that support business decision making
needs across many industries.
In 1993, the Company acquired Soliditet, a provider of commercial-
credit information in Scandinavia, and Gartner Group, a provider of
research, analysis and advisory services to users and suppliers of
information technology systems and software. The aggregate purchase
price for acquisitions totaled approximately $120 million in 1993.
The results of operations of all purchases are included in the
Consolidated Statement of Income from dates of acquisition. Had
the acquisitions made in 1993 and 1994 been consummated on January 1
of the year preceding the year of acquisition, the results of these
acquired operations would not have had a significant impact on the
Company's consolidated results of operations for any of the years
presented.
F-26
<PAGE>
Note 3. Restructuring
In the second quarter of 1994, the Company divested two non-strategic
businesses - Thomson Directories and the Machinery Information Division
of Dataquest, and initiated other actions to restructure certain
operations and businesses, and to reduce costs and increase operating
efficiencies. These restructuring actions included office
consolidations, the closedown of Sales Technologies' European
operations, the discontinuance of certain production and data-
collection systems and products, as well as additional steps to
complete certain actions initiated in the fourth quarter of 1993.
The pre-tax costs associated with these restructuring actions
essentially offset a pre-tax gain of $54.7 million on the two
divestitures.
During 1993, the Company recorded a $317.5 million restructuring
charge that was partially offset by one-time operating gains of $40.0
million related to the divestiture of Donnelley Marketing Information
Services, the redemption of notes related to the 1991 sale of
Donnelley Marketing, the redemption of notes related to the 1992 sale
of Datastream and the resolution of contingencies related to other
divestitures, thereby resulting in a $277.5 million net restructuring
expense. Nineteen ninety-three results also included a $21.0 million
non-operating gain related to the initial public offering of Gartner
Group, which reduced the impact of the restructuring charges to
$256.5 million before-tax ($166.7 million after-tax). This charge
represented an acceleration of the Company's ongoing efforts to
achieve long-term productivity improvements.
Restructuring expense ($317.5 million) consisted of the costs to
consolidate the Company's data centers ($54.0 million), reduce
worldwide real estate costs ($117.2 million), consolidate back-office
accounting functions ($19.1 million), discontinue certain production
and data-collection systems and products ($66.2 million) and initiate
workforce reductions (non-severance costs) and other actions ($61.0
million).
During 1992, the Company sold Datastream International and
Information Associates, a unit of Dun & Bradstreet Software, and
initiated other actions to restructure certain operations and
businesses and to reduce costs and increase operating efficiencies.
The pre-tax costs associated with these actions essentially offset a
pre-tax gain of $106.9 million on the sales.
In 1994, 1993 and 1992, certain restructuring actions initiated in
1993, 1992 and 1991 were completed at a lower cost than originally
estimated, and other actions required more costs to implement than
originally expected. In addition, costs to complete certain actions
being implemented changed based on revised estimates and experience
to date. In a number of instances, new restructuring actions were
initiated to complement or enhance original actions and certain
actions were expanded, contracted or discontinued based on changed
circumstances. While the total cost of all restructuring actions
remained unchanged, the changes in estimates and other changes did
impact operating income by business segment. (See Note 15 to the
Consolidated Financial Statements.)
F-27
<PAGE>
Note 4. Change in Accounting for Marketable Securities
Effective January 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting
for Certain Investments in Debt and Equity Securities." Adoption of
SFAS No. 115 did not have a material effect on the Company's
consolidated financial statements.
Disclosures below include amounts classified in the consolidated
statement of financial position as marketable securities, as well as
assets of grantor trusts established to pay benefits for U.S.
supplemental pension plans and certain marketable securities included in
other investments and notes receivable. Cash equivalents of $46.4
million and $149.2 million at December 31, 1994 and 1993, respectively,
represent marketable securities purchased within 90 days of maturity
date, for which book value, including accrued interest, approximates
fair value. Cash equivalents have been excluded from these disclosures.
A summary of cost (amortized cost of debt instruments) and fair
values follows:
December 31, 1994 December 31, 1993
_________________ __________________
Fair Fair
Cost Value Cost Value
________________________________ _______ _______ _______
Equity securities $ 35.3 $ 31.6 $ 11.6 $ 11.7
Debt securities of
U.S. Government and
its agencies 82.2 79.5 63.2 67.4
Debt securities of states
and other subdivisions
of the U.S. Government 99.7 97.7 85.8 89.6
Debt securities of
non-U.S. Governments 13.9 13.6 9.9 10.3
Corporate debt securities 11.7 11.5 19.6 19.7
Other .1 .1 .2 .2
________________________________ _______ _______ _______
$242.9 $234.0 $190.3 $198.9
________________________________ _______ _______ _______
At December 31, 1994, gross unrealized gains and losses were $2.6
million and $11.5 million, respectively. At December 31, 1993, gross
unrealized gains and losses were $9.1 million and $.5 million,
respectively.
At December 31, 1994, cost and fair values of debt securities by
contractual maturity were as follows:
Cost Fair Value
________________________________________ _______ __________
Due in one year or less $ 15.4 $ 15.3
Due after one year through five years 81.6 80.4
Due after five years through ten years 103.2 99.5
Mortgage-backed securities 7.4 7.2
________________________________________ _______ __________
$207.6 $202.4
________________________________________ _______ __________
For the years ended December 31, 1994 and 1993, proceeds from the sales
and maturities of marketable securities were $145.1 million and $146.8
million, respectively, and gross realized gains and losses were not
material.
F-28
<PAGE>
Note 5 - Financial Instruments with Off-Balance-Sheet Risk and Fair
Value of Financial Instruments
The Company is a party to financial instruments with off-balance-sheet
risk, which are entered into in the normal course of business to reduce
exposure to fluctuations in interest and foreign exchange rates. The
counterparties to these instruments are major international financial
institutions. The Company is exposed to interest and exchange rate risk
in the event of nonperformance by the counterparties to the financial
instruments; however, the Company does not anticipate such
nonperformance. The amount of such exposure is generally the unrealized
gains in such contracts.
Interest rate swap agreements are entered into as hedges against
variable interest rate exposures. During the first quarter of 1994, the
Company entered into swap agreements which effectively fixed interest
rates on $300 million of variable rate debt, from 1994 through fiscal
2005. The weighted averaged fixed rate payable under these agreements
is 6.84%. The differential interest to be paid or received under these
agreements is included in interest expense over the life of the debt.
Foreign exchange forward contracts are entered into to hedge the
effects of exchange rate changes on certain of the Company's non-U.S.
net investments. At December 31, 1994, the Company had approximately
$102 million in foreign exchange forward contracts outstanding with
various expiration dates through January, 1995. Unrealized losses on
these contracts totaled $1 million at December 31,1994. Such contracts
have been designated as hedges of non-U.S. net investments, and gains
and losses on these contracts are included in the cumulative translation
adjustment component of shareowners' equity.
At December 31, 1994, the unrealized fair value of the interest rate
swaps was $22.0 million.
F-29
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes to Consolidated Financial Statements continued
Dollar amounts in millions
Note 6. Postretirement and Postemployment Benefits
The Company has defined benefit pension plans covering substantially all
associates in the United States. The benefits to be paid to associates
under these plans are based on years of credited service and average
final compensation. Pension costs are determined actuarially and funded
to the extent allowable under the Internal Revenue Code. Supplemental
plans in the United States are maintained to provide retirement benefits
in excess of levels allowed by ERISA.
The Company's non-U.S. subsidiaries provide retirement benefits for
associates consistent with local practices, primarily using defined
benefit or termination indemnity plans.
The components of net periodic pension cost are summarized as follows:
1994 1993 1992
___________________________________________________
Service Cost $50.3 $42.2 $42.7
Interest Cost 93.8 88.8 85.8
Actual Return on
Plan Assets (7.2) (126.3) (80.1)
Net Amortization
and Deferral (111.1) 14.2 (30.5)
___________________________________________________
Net Periodic
Pension Cost $25.8 $18.9 $17.9
___________________________________________________
The status of defined benefit pension plans at December 31, 1994 and
1993, is as follows:
<TABLE>
Funded Unfunded
_______________ __________________________
U.S.(1) Non-U.S.
_____________________________
<S> <C> <C> <C> <C> <C> <C>
1994 1993 1994 1993 1994 1993
<CAPTION>
_______________________________________________________________________________________
Fair Value of Plan Assets $1,178.7 $1,223.3
_______________________________________________________________________________________
Actuarial Present Value
of Benefit Obligations:
Vested Benefits $896.6 $858.0 $90.8 $71.0 $65.1 $68.1
Non-Vested Benefits 37.1 33.0 4.4 7.3 .1 .6
______________________________________________________________________________________
Accumulated Benefit
Obligations 933.7 891.0 95.2 78.3 65.2 68.7
Effect of Projected
Future Salary Increases 114.1 153.7 56.0 37.4 .1 .2
_______________________________________________________________________________________
Projected Benefit
Obligations 1,047.8 1,044.7 151.2 115.7 65.3 68.9
______________________________________________________________________________________
Plan Assets in Excess of
(Less than) Projected
Benefit Obligations 130.9 178.6 (151.2) (115.7) (65.3) (68.9)
Unrecognized Net (Gain) Loss 144.6 49.2 30.4 38.7 (.5) (.4)
Unrecognized Prior Service Cost 13.2 26.7 33.5 19.0 1.0 .8
Unrecognized Net Transition
(Asset) Obligation (94.6) (108.2) 2.5 2.9 -- --
Adjustment to Recognize
Minimum Liability -- -- (15.1) (23.2) (.4) (.2)
______________________________________________________________________________________
Prepaid (Accrued) Pension Cost $194.1 $146.3 $(99.9) $(78.3) $(65.2) (68.7)
<FN>
1)Represents supplemental plans for which grantor trusts (with assets
of $69 and $60 million at December 31, 1994 and 1993,
respectively) have been established to pay plan benefits.
</TABLE>
The weighted average expected long-term rate of return on pension plan
assets was 9.75% for 1994, 1993 and 1992. At December 31, 1994 and
1993, the projected benefit obligations were determined using weighted
average discount rates of 8.51% and 7.37%, respectively, and weighted
average rates of increase in future compensation levels of 5.78% and
5.72%, respectively. Plan assets are invested in diversified portfolios
that consist primarily of equity and debt securities.
During 1994, the Company recognized pension curtailment gains of
approximately $15 million, resulting from a previously announced
workforce reduction, and $3 million resulting from divestitures.
In addition to providing pension benefits, the Company provides
various health-care and life-insurance benefits for retired associates.
Substantially all of the Company's associates in the United States
become eligible for these benefits if they reach normal retirement age
while working for the Company. Certain of the Company's subsidiaries
outside the United States have postretirement benefit plans, although
most participants are covered by government-sponsored or -administered
programs. The cost of company-sponsored postretirement benefit plans
outside the U.S. is not significant.
F-30
<PAGE>
During 1993, the Company adopted the provisions of SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other than Pensions."
The Statement requires the accrual of the projected future cost of
providing postretirement benefits during the period that associates
render the services necessary to be eligible for such benefits. In
prior years, this expense was recognized as claims were paid and was not
material to the Company's results of operations.
The Company elected to immediately recognize the accumulated
postretirement benefit obligation. Measured as of January 1, 1993, the
effect of adopting SFAS No. 106 was a one-time, non-cash, after-tax
charge of $140.6 million ($.79 per share).
The components of net periodic postretirement benefit cost other than
pensions are summarized as follows:
1994 1993
______________________________________________
Service Cost $ 4.5 $ 6.0
Interest Cost 15.8 18.3
Net Amortization
and Deferral (4.3) (1.0)
_____ ______
Net Periodic Postretirement
Benefit Cost $16.0 $23.3
_____ ______
The status of postretirement benefit plans other than pensions at
December 31, 1994 is as follows:
1994 1993
______________________________________________________ ______
Actuarial Present Value of Benefit Obligation:
Retirees and Dependents $(134.7) $(150.8)
Active Associates - Eligible (28.4) (31.8)
Active Associates - Not Yet Eligible (33.0) (45.5)
______________________________________________________________________
Accumulated Postretirement
Benefit Obligation (196.1) (228.1)
Unrecognized Net (Gain) Loss (1.0) 30.0
Unrecognized Prior Service Cost (Credit) (23.1) (45.0)
______________________________________________________________________
Accrued Postretirement Benefit Obligation $(220.2) $(243.1)
______________________________________________________________________
Benefits are paid as incurred from general corporate assets.
The accumulated postretirement benefit obligation at December 31, 1994
and 1993 was determined using discount rates of 8.50% and 7.25%,
respectively. The assumed rate of future increases in per capita cost
of covered health-care benefits is 9.6% in 1995, decreasing gradually to
5.0% for the year 2021 and remaining constant thereafter. Increasing
the assumed health-care cost trend rate by one percentage point in each
year would increase the accumulated postretirement benefit obligation by
$19 million and would increase annual aggregate service and interest
costs by $1.9 million.
During 1994, the Company recognized a curtailment gain of
approximately $25.7 million resulting from a change in eligibility
requirements for the postretirement medical plan. In addition, the
Company recognized curtailment and settlement gains of approximately $2
million resulting from divestitures.
During 1993, the Company adopted SFAS No. 112, "Employers' Accounting
for Postemployment Benefits". SFAS No. 112 requires that employers
expense the costs of postemployment benefits paid before retirement,
principally severance benefits, over the service lives of employees if
certain conditions are met. Under the Company's previous accounting
policy, the total cost of such benefits was expensed when the event
occurred.
The initial effect of adopting SFAS No. 112 in 1993 was a one-time,
after-tax charge of $250 million ($1.40 per share). Ongoing operating
expenses increased marginally as a result of adopting SFAS No. 112.
F-31
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes continued
Dollar amounts in millions, except per share data
Note 7. Employee Stock Plans
The Company has granted options to certain associates, under its Key
Employees Stock Option Plans, to purchase shares of its common stock
at the market price on the date of the grant. Options outstanding at
December 31, 1994 were granted during the years 1985 through 1994 and
are exercisable over periods ending not later than 2004. At December
31, 1994, 1993 and 1992, options for 4,306,119, 3,556,944, and
3,285,149 shares of common stock were exercisable and 1,567,393,
3,467,164 and 5,097,281 shares were available for future grants under
the plans.
Changes in stock options for the three years ended December 31, 1994
are summarized as follows:
<CAPTION>
Shares Option Price Total
Per Share ($)
<S> <C> <C> <C>
Options outstanding, January 1, 1992 5,950,366 11.16 to 67.00 $274.4
Granted 1,646,652 51.88 to 57.75 95.1
Exercised (575,960) 11.16 to 55.38 (23.5)
Surrendered or Expired (172,859) 41.50 to 67.00 (8.6)
_________________________________________________________________________________
Options outstanding, December 31, 1992 6,848,199 11.16 to 62.50 337.4
Granted 1,757,578 56.75 to 62.25 109.0
Exercised (951,936) 11.16 to 57.75 (42.7)
Surrendered or Expired (209,675) 41.50 to 62.50 (11.2)
_________________________________________________________________________________
Options outstanding, December 31, 1993 7,444,166 11.16 to 62.50 392.5
Granted 2,158,258 54.00 to 62.50 116.8
Exercised (547,668) 11.16 to 57.75 (23.1)
Surrendered or Expired (321,584) 11.16 to 62.50 (18.3)
_________________________________________________________________________________
Options outstanding, December 31, 1994 8,733,172 20.52 to 62.50 $467.9
_________________________________________________________________________________
Options which became exercisable during:
1992 1,047,869 41.50 to 58.38 $ 49.2
1993 1,231,406 41.50 to 58.38 $ 61.0
1994 1,344,876 41.50 to 62.25 $ 73.0
_________________________________________________________________________________
</TABLE>
All proceeds from options exercised are credited to treasury stock.
Any tax benefit to the Company resulting from the exercise of options
is credited to capital in excess of par value. There have been no
charges to income with respect to any stock options.
The plans also provide for the granting of stock appreciation rights
and limited stock appreciation rights in tandem with stock options,
to certain key associates. At December 31, 1994, there were no stock
appreciation rights attached to stock options; however, 1,345,588
limited stock appreciation rights were outstanding, which are
exercisable only if, and to the extent that, the related option is
exercisable and only upon the occurrence of specified contingent
events.
Under the 1989 Key Employees Restricted Stock Plan, key associates
may be granted restricted shares of the Company's stock. The plan
provides for the granting of up to 1,800,000 shares of the Company's
common stock prior to December 31, 1998. During 1994, 1993 and 1992,
117,262, 102,540 and 72,713 restricted shares, respectively, were
awarded under the plan. Forfeitures in 1994, 1993 and 1992 totaled
2,332, 8,652 and 829, respectively. The restrictions on the majority
of such shares lapse over a period of three years from the date of
the grant and compensation expense is charged to operations over a
service period of six years.
F-32
<PAGE>
Dollar amounts in millions
Note 8. Income Taxes
Income before provision for income taxes consisted of:
1994 1993 1992
________________________________________
U.S. $560.0 $367.6 $548.1
Non-U.S. 319.2 220.4 247.1
________________________________________
$879.2 $588.0 $795.2
________________________________________
The provision (benefit) for income taxes consisted of:
1994 1993 1992
______________________________________________________________
Current tax provision:
U.S. Federal $104.1 $224.2 $153.7
State and Local 54.3 73.8 50.2
Non-U.S. 34.6 101.0 78.2
______________________________________________________________
193.0 399.0 282.1
______________________________________________________________
Deferred tax provision (benefit):
U.S. Federal 11.6 (194.7) 2.9
State and Local (17.9) (16.5) 4.8
Non-U.S. 63.0 (28.5) (48.1)
_______________________________________________________________
56.7 (239.7) (40.4)
_______________________________________________________________
$249.7 $159.3 $241.7
_______________________________________________________________
The following table summarizes the significant differences between the
U.S. Federal statutory tax rate and the Company's effective tax rate
for financial statement purposes.
1994 1993 1992
______________________________________________________________________
Statutory tax rate 35.0% 35.0% 34.0%
State and Local income taxes,
net of U.S. Federal tax benefit 2.7 6.4 4.6
Non-U.S. taxes (1.2) (.9) (6.8)
Recognition of capital losses (8.7) (15.2) (1.8)
Other .6 1.8 .4
_______________________________________________________________________
Effective tax rate 28.4% 27.1% 30.4%
_______________________________________________________________________
Income taxes paid were approximately $191.4 million, $236.3 million and
$222.9 million in 1994, 1993 and 1992, respectively. Income taxes
refunded were approximately $10.8 million, $9.5 million and $15.7
million in 1994, 1993 and 1992, respectively.
Deferred tax assets (liabilities) are comprised of the following at
December 31:
1994 1993
____________________________________________________________________
Deferred Tax Assets:
Operating and Capital Losses $137.8 $ 75 6
Restructuring Costs 93.6 126.9
Postretirement Benefits 90.2 99.9
Postemployment Benefits 86.4 133.9
Bad Debts 26.3 31.2
Intangibles 15.0 24.7
Other 6.8 11.7
____________________________________________________________________
456.1 503.9
Valuation Allowance (78.0) (73.1)
____________________________________________________________________
378.1 430.8
____________________________________________________________________
Deferred Tax Liabilities:
Intangibles (195.3) (182.9)
Revenue Recognition (89.0) (62.9)
Tax Leasing Transactions (80.3) (90.9)
Depreciation (41.5) (72.8)
Other (7.5) (1.7)
_____________________________________________________________________
(413.6) (411.2)
_____________________________________________________________________
Net Deferred Tax (Liability) Asset $(35.5) $ 19.6
_____________________________________________________________________
Undistributed earnings of non-U.S. subsidiaries aggregated approximately
$761.4 million at December 31, 1994. Deferred tax liabilities have not
been recognized for these undistributed earnings because it is
management's intention to reinvest such undistributed earnings outside
the U.S. If all undistributed earnings were remitted to the U.S., the
amount of U.S. Federal income taxes payable would not be material;
however, withholding taxes, imposed by certain non-U.S. countries, would
total approximately $45.3 million.
During 1987 and 1988, the Company entered into tax-sharing
agreements with an Alaska Native Corporation (ANC), under which the
Company acquired income tax benefits related to certain net operating
losses (NOLs) of the ANC. In 1994, the Company recognized benefits of
$9.8 million in Other Expense-Net related to these transactions, and
paid $166.2 million to settle all liabilities related to the ANC
agreements.
During the three-year period ended December 31, 1983, the Company
invested $304.4 million in tax-leasing transactions, varying in length
from 4.5 to 25 years. These leases provided the Company with
significant benefits from tax deductions in excess of taxable income for
Federal income tax purposes. These amounts are included in deferred
income taxes.
F-33
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes to Consolidated Financial Statements continued
Dollar amounts in millions, except per share data
Note 9. Notes Payable
Notes payable consisted of the following at December 31:
1994 1993
______________________________________________
Commercial Paper $443.7 $82.9
Bank Notes 45.2 6.2
Other 11.7 2.9
______________________________________________
$500.6 $92.0
______________________________________________
The Company has short-term borrowing agreements with several banks to
provide up to $500 million of borrowings, all of which support a
commercial paper program. The Company also had other unused lines of
credit of $114 million at December 31, 1994, all of which were in the
form of non-U.S. credit facilities. None of these arrangements had
material commitment fees or compensating balance requirements.
The weighted average interest rates on notes payable, including
borrowings in hyperinflationary countries, at December 31, 1994 and
1993, respectively were 7.53% and 4.02%.
F-34
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes continued
Note 10. Investment Partnerships
During 1993, three of the Company's subsidiaries contributed assets and
third-party investors contributed cash ($125 million) to a limited
partnership. One of the Company's subsidiaries serves as general
partner. All the other partners, including the third-party investors,
hold limited partner interests. The partnership, which is a separate
and distinct legal entity, is in the business of licensing database
assets and computer software.
In addition, during 1993, the Company participated in the formation of
a limited partnership to invest in various securities including those of
the Company. One of the Company's subsidiaries serves as managing
general partner. Third-party investors hold limited partner and special
investors interests totaling $500 million. The special investors are
entitled to a specified return on their investments. Funds raised by
the partnership provided a source of the financing for the Company's
repurchase of 8.3 million shares of its common stock.
For financial reporting purposes, the assets, liabilities, results of
operations and cash flows of the partnerships described above are
included in the Company's consolidated financial statements. The third-
parties investments in these partnerships at December 31, 1994 and 1993
totaled approximately $625 million and are reflected in other
liabilities and minority interests. Third-parties share of partnerships
results of operations, including specified returns, is reflected in
other expense-net.
F-35
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes continued
Note 11. Capital Stock
In October 1993, the Board of Directors authorized the Company to
purchase up to 10 million shares of its common stock. Shares
repurchased under this program totaled 8.3 million in 1993. There
were no shares repurchased under this program in 1994.
In October 1988, the Company adopted a Shareowners' Rights Plan.
The plan is intended to protect the shareowners' interests in the
event of an unsolicited attempt to acquire the Company. The plan is
not intended to prevent a takeover of the Company on terms that are
favorable and fair to all shareowners and will not interfere with a
merger approved by the Board of Directors.
Under the plan, each share of the Company's common stock has a right
which trades with the stock until the right becomes exercisable.
Each right entitles the shareowners to buy 1/100 of a share of
Series A participating preferred stock at a purchase price of $230,
subject to adjustment. The rights will not be exercisable until
a person or group (Acquiring Person) acquires beneficial ownership
of, or commences a tender offer for, 20% or more of the Company's
outstanding common stock.
In the event the Company is acquired in a merger or other business
combination, or subject to other transactions, as described in the
Shareowners' Rights Plan, each right will entitle its holder (other
than the Acquiring Person) to receive upon exercise, stock with a
value of two times the exercise price in the form of the Company's
common stock or where appropriate, the Acquiring Person's common
stock. The Company may redeem the rights, which expire in October
1998, for $.01 per right, under certain circumstances.
The shareowners have authorized the issuance of 10 million shares
of $1 par value preferred stock. The preferred stock can be issued
with varying terms, as determined by the Board of Directors. Under
certain circumstances, the Company may not issue voting stock or
securities convertible into voting stock of the Company without
shareowner approval.
F-36
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes to Consolidated Financial Statements continued
Note 12. Lease Commitments
Certain of the Company's operations are conducted from leased
facilities, which are under operating leases that expire over the next
10 years. Rental expense under real estate operating leases for the
years 1994, 1993 and 1992 was $156.3 million, $168.9 million, and $176.6
million, respectively. The approximate minimum annual rental expense
for real estate operating leases that have remaining noncancelable lease
terms in excess of one year, net of sublease rentals, at December 31,
1994, was (in millions): 1995 - $140.0; 1996 - $109.8; 1997 - $85.5;
1998 - $74.9; 1999 - $61.7; and an aggregate of $119.3 million
thereafter.
The Company also leases certain computer and other equipment under
operating leases that expire over the next five years. These leases are
frequently renegotiated or otherwise changed as advancements in computer
technology produce opportunities to lower costs and improve performance.
Rental expense under computer and other equipment leases was $71.6
million, $96.8 million and $91.1 million for 1994, 1993 and 1992,
respectively. At December 31, 1994, the approximate minimum annual
rental expense for computer and other equipment under operating leases
that have remaining noncancelable lease terms in excess of one year was
(in millions): 1995 - $35.4; 1996 - $19.7; 1997 - $11.1; 1998 - $3.5;
1999- $1.0. In connection with the Company's acceleration of its
ongoing efforts to achieve long-term productivity improvements, the
Company terminated a significant number of computer and real estate
leases in 1994 and intends to terminate a significant number of
additional real estate leases in 1995 (see Note 3 to the Consolidated
Financial Statements). The estimated costs to terminate such leases
have been included in accrued restructuring costs.
The Company has agreements with various third parties to purchase
certain data processing and telecommunication services, extending
beyond one year. At December 31, 1994, the purchases covered by these
agreements aggregate approximately (in millions): 1995 - $50.2; 1996 -
$48.7; 1997 - $46.5; 1998 - $43.6; 1999 - $27.5; and an aggregate
thereafter of $2.9.
F-37
<PAGE>
Note 13.Litigation
The Company and its subsidiaries are involved in legal proceedings,
claims and litigation arising in the ordinary course of business.
In addition, in March and April 1989, five purported class actions
were commenced by certain shareowners (the "Shareowner Class Actions")
against the Company and up to three members of its Board of Directors
(two of whom are also officers) in various United States District
Courts, each alleging violations of the federal securities laws and
seeking unspecified damages arising out of an asserted failure to make
public disclosure of information relating to allegedly improper
practices (the "alleged practices") of the Company's wholly owned
subsidiary, Dun & Bradstreet, Inc., in connection with the selling of
commercial-credit information services. The Shareowner Class Actions
were later consolidated in the United States District Court for the
Southern District of New York.
In February 1990, an amended consolidated Shareowner Class Action
complaint was served on the defendants, alleging additional violations
of the securities laws arising out of an asserted failure to make public
disclosure of the effect that the alleged practices would have on the
Company's future sales and income, and in September 1992, the District
Judge granted a motion to permit this Action to be maintained as a class
action.
On April 16, 1993, attorneys for the defendants and attorneys for the
plaintiffs entered into a memorandum of intent to settle the Shareowner
Class Action for an amount between $15 million and $20 million. On
January 14, 1994, a judgment was entered by the Court approving the
proposed settlement. The exact amount of the settlement will depend on
the monetary amount of claims filed by shareowners who are part of the
class.
As a result of contribution to the settlement by the Company's
insurance carrier and provisions previously recorded by the Company, the
amount of the settlement did not materially affect the Company's
earnings.
On June 9, 1993, American Credit Indemnity ("ACI"), a company of
which the Company owns 95% of the outstanding common stock, received a
summons and a consolidated amended class action complaint (the "Amended
Complaint") in a purported class action pending in the United States
District Court for the Southern District of New York captioned "In re
Towers Financial Corporation Noteholders Litigation." The Amended
Complaint names 17 defendants, including Towers Financial Corporation
("Towers") and various subsidiaries and controlling persons of Towers,
as well as ACI, in addition to a "Broker-Dealer Defendant Class,"
alleged to consist of more than 75 members. The Amended Complaint is
brought by an alleged class of persons who bought promissory notes
issued by Towers between February 15, 1989 and February 9, 1993. It
alleges that Towers, now operating under Chapter 11 of the Bankruptcy
Code, sold nearly $215 million of such notes to more than 2,800
investors and seeks damages from all the defendants in at least that
amount, as well as punitive damages. The claims against ACI assert
negligent misrepresentation, negligence and fraud under common law and
violations of Section 10(b) (and Rule 10b-5 thereunder) of the
Securities Exchange Act of 1934. The Amended Complaint alleges that
offering documents for the notes mischaracterized insurance policies
issued by ACI to Towers with respect to accounts receivable securing or
backing the notes. It further alleges that ACI issued policies with
limited scope of coverage and for exorbitant premiums with knowledge
that they would be used by Towers to fraudulently market the notes. ACI
answered the Amended Complaint, denying its material terms, and moved
for judgment on the pleadings. While ACI's motion was pending, the
Supreme Court of the United States decided the case of Central Bank of
Denver, N.A. v. First Interstate Bank of Denver, N.A., holding that a
private plaintiff may not maintain an aiding and abetting suit under
Section 10(b) of the Exchange Act. Thereafter, plaintiffs filed a
Second Consolidated Amended Class Action Complaint, in which they seek
to assert a primary liability claim against ACI and others under the
Exchange Act, and certain common law claims.
On September 2, 1994, ACI and counsel for the plaintiffs entered into
an agreement to settle all claims that were or could have been asserted
against ACI in the Towers Class Action for $1.25 million. The proposed
settlement is subject to United States District Court approval. The
amount of the proposed settlement did not materially affect the
Company's 1994 earnings.
In the opinion of management, the outcome of all current proceedings,
claims and litigation could have a material effect on quarterly or
annual operating results when resolved in a future period. However, in
the opinion of management, these matters will not materially affect the
Company's consolidated financial position.
F-38
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Notes to Consolidated Financial Statements continued
Dollar amounts in millions, except per share data
Note 14. Supplemental Financial Data
Accounts Receivable - Net:
1994 1993
________________________________________________
Trade $1,254.4 $1,090.4
Less: allowance for
doubtful accounts (76.8) (79.2)
________________________________________________
1,177.6 1,011.2
Other 78.9 67.7
________________________________________________
$1,256.5 $1,078.9
________________________________________________
Other Current Assets:
1994 1993
_____________________________________________
Unbilled expenditures $51.1 $ 61.9
Deferred taxes 173.8 196.4
Prepaid expenses 113.6 97.7
Inventories 23.7 18.9
_____________________________________________
$362.2 $374.9
_____________________________________________
Property, Plant and Equipment - Net, carried at cost,less
accumulated depreciation and amortization:
1994 1993
_____________________________________________
Buildings $ 439.3 $ 409.4
Machinery and Equipment 1,296.1 1,266.7
_____________________________________________
1,735.4 1,676.1
Less: accumulated
depreciation 935.3 923.8
_____________________________________________
800.1 752.3
Leasehold improvements,
less:
accumulated amortization
of $107.7 and $100.9 67.4 60.1
Land 51.0 48.7
_____________________________________________
$ 918.5 $ 861.1
_____________________________________________
Computer Software, Other Intangibles and Goodwill:
Computer Other Goodwill
Software Intangibles
_______________________________________________________
January 1,1993 $246.8 $228.1 $ 833.4
Additions at cost 149.4 53.5 198.4
Amortization (92.2) (25.5) (38.8)
Other deductions and
reclassifications (9.5) (41.4) (50.6)
_____________________________________________________
December 31,1993 $294.5 $214.7 $ 942.4
Additions at cost 182.9 47.3 250.4
Amortization (97.5) (44.6) (48.2)
Other deductions and
reclassifications (44.0) (1.4) 5.3
______________________________________________________
December 31,1994 $335.9 $216.0 $1,149.9
______________________________________________________
Accounts and Notes Payable:
1994 1993
____________________________________________
Trade $ 86.4 $ 77.1
Customer advances 125.9 138.1
Taxes other than
income taxes 54.6 34.9
Notes 500.6 92.0
Other 23.3 29.7
____________________________________________
$790.8 $371.8
____________________________________________
Accrued and Other Current Liabilities:
1993 1992
____________________________________________
Salaries, wages, bonuses
and other compensation $ 255.1 $ 237.2
Profit-sharing 34.7 31.4
Deferred revenues on
uncompleted contracts 270.8 252.2
Restructuring costs 145.0 187.1
Postemployment benefits 100.0 200.0
Alaska Native Corp.
obligations 0 166.2
Other 494.8 487.4
_____________________________________________
$1,300.4 $1,561.5
_____________________________________________
F-39
<PAGE>
<TABLE>
Dollar amounts in millions
Note 15. Operations by Business Segments
Financial information for each of the Company's
five segments is set forth below:
<CAPTION>
Risk Management(2)
and Business
Marketing(1) Marketing Directory Other
Information Information Software Information Business
Services Services Services Services Services Total
__________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C>
Year Ended December 31, 1994
Operating Revenue $2,042.9 $1,605.7 $ 405.9 $ 440.1 $ 401.1 $4,895.7
Restructuring
Income (Expense) - Net(3) $ 8.2 $ 1.8 $ (2.8) $ 33.8 $ 21.7 $ 62.7(4)
Segment Operating Income (Loss) $ 285.3 $ 447.0 $ (3.6) $ 248.0 $ 110.0 $1,086.7
General Corporate Expenses (161.2)(4)
Non-Operating Expense - Net (46.3)
__________________________________________________________________________________________________________________
Income Before Provision for Income
Taxes and Accounting Changes $ 879.2
Segment Depreciation
and Amortization(5) $ 190.3 $ 102.6 $ 70.9 $ 15.6 $ 27.4 $ 406.8
Segment Capital Expenditures $ 124.1 $ 71.9 $ 20.2 $ 8.2 $ 12.4 $ 236.8
Identifiable Assets at
December 31, 1994 $1,817.9 $1,574.0 $ 602.2 $ 514.9 $ 419.2 $4,928.2
__________________________________________________________________________________________________________________
Year Ended December 31, 1993
Operating Revenue $1,868.3 $1,564.2 $ 475.6 $ 450.7 $ 351.6 $4,710.4
Restructuring
(Expense) Income - Net(3) $ (53.0) $ (97.0) $ (68.3) $ (14.9) $ (3.2) $ (236.4)(4)
Segment Operating Income (Loss) $ 243.5 $ 307.6 $ (24.6) $ 170.3 $ 24.8 $ 721.6
General Corporate Expenses (169.1)(4)
Non-Operating Income - Net 35.5
__________________________________________________________________________________________________________________
Income Before Provision for Income
Taxes and Accounting Changes $ 588.0
Segment Depreciation
and Amortization(5) $ 153.3 $ 87.6 $ 76.7 $ 15.8 $ 29.2 $ 362.6
Segment Capital Expenditures $ 109.6 $ 60.3 $ 33.5 $ 9.6 $ 13.1 $ 226.1
Identifiable Assets at
December 31, 1993 $1,641.1 $1,393.5 $ 629.9 $ 500.6 $ 426.9 $4,592.0
__________________________________________________________________________________________________________________
Year Ended December 31, 1992
Operating Revenue $1,893.9 $1,520.6 $ 533.5 $ 419.4 $ 383.3 $4,750.7
Restructuring
(Expense) Income - Net(3) $ (45.5) $ (8.6) $ (37.9) $ (7.3) $ 99.4 $ .1(4)
Segment Operating Income (Loss) $ 257.2 $ 371.0 $ (19.2) $ 154.0 $ 149.8 $ 912.8
General Corporate Expenses (126.9)(4)
Non-Operating Income - Net 9.3
__________________________________________________________________________________________________________________
Income Before Provision for Income Taxes $ 795.2
Segment Depreciation
and Amortization(5) $ 150.6 $ 87.0 $ 81.2 $ 15.0 $ 33.3 $ 367.1
Segment Capital Expenditures $ 96.1 $ 49.4 $ 21.2 $ 6.4 $ 19.6 $ 192.7
Identifiable Assets at
December 31, 1992 $1,580.1 $1,159.2 $ 702.0 $ 473.6 $ 415.5 $4,330.4
__________________________________________________________________________________________________________________
<FN>
(1) Nielsen's operating revenue was $1,102.0 in 1994,
$1,051.8 in 1993 and $1,123.8 in 1992.
IMS' operating revenue was $691.1 in 1994, $613.9 in 1993 and
$586.1 in 1992.
(2) Operating revenue from worldwide credit services was $917.0 in
1994, $892.7 in 1993 and $853.9 in 1992.
(3) See Note 3 to the Consolidated Financial Statements.
(4) General Corporate Expenses include $62.7, $41.1 and $.1 of
restructuring expense in 1994, 1993 and 1992, respectively.
(5) Includes depreciation and amortization of Property, Plant and
Equipment, Computer Software, Other Intangibles and Goodwill.
F-40
</TABLE>
<PAGE>
The Dun & Bradstreet Corporation and Subsidiaries
Note 15 continued
Note 15. Operations by Business Segments (continued)
Directory Information Services' operating revenue includes $134.0
million, $110.2 million and $119.3 million in 1994, 1993 and 1992,
respectively, relating to the Company's share of earnings of DonTech,
a partnership with Ameritech advertising services. As of
December 31, 1994 DonTech assets and liabilities were as follows:
current assets, $198.5 million; other assets, $48.0 million; current
liabilities, $18.7 million. DonTech's December 31, 1993 assets and
liabilities were as follows: current assets, $174.9 million; other
assets, $32.8 million; current liabilities, $13.7 million. In 1994,
DonTech's revenues totaled $411.7 million compared to $382.8 million
and $387.9 million in 1993 and 1992, respectively. Pre-tax income
was $216.4 million, $175.0 million and $192.3 million in 1994, 1993
and 1992, respectively. At December 31, 1994 and 1993, the
Company's investment in DonTech was $227.8 million and $194.0
million, respectively.
Non-operating assets of $535.7 million, $578.4 million and $584.5
million at December 31, 1994, 1993 and 1992, respectively, included
primarily deferred pension costs, cash and cash equivalents,
marketable securities, other investments and deferred income taxes.
These assets are not identified with business segments and represent
the reconciling item between the identifiable assets shown and
the Company's total assets.
F-41
<PAGE>
<TABLE>
Note 16. Operations by Geographic Area
Financial information by geographic area is summarized as follows.
Inter-area sales were not significant.
<CAPTION>
Other
United States Europe Non-U.S. Total
<S> <C> <C> <C> <C>
1994
Operating Revenue $2,889.2 $1,354.2 $652.3 $4,895.7
Restructuring
(Expense) Income - Net(1) $ (12.5) $ 26.1 $(13.6) $ 0
Operating Income $ 667.1 $ 185.7 $ 72.7 $ 925.5
Identifiable Assets $2,843.7 $1,512.8 $571.7 $4,928.2
_______________________________________________________________________________
1993
Operating Revenue $2,938.9 $1,267.7 $503.8 $4,710.4
Restructuring
Expense - Net(1) $ (215.8) $ (45.7) $(16.0) $ (277.5)
Operating Income $ 368.0 $ 120.0 $ 64.5 $ 552.5
Identifiable Assets $2,754.9 $1,448.6 $388.5 $4,592.0
_________________________________________________________________________________
1992
Operating Revenue $2,845.8 $1,418.6 $486.3 $4,750.7
Restructuring
Income (Expense) - Net(1) $ 31.7 $ (29.2) $ (2.5) $ 0
Operating Income $ 560.4 $ 159.5 $ 66.0 $ 785.9
Identifiable Assets $2,691.8 $1,291.1 $347.5 $4,330.4
_________________________________________________________________________________
<FN>
(1) See Note 3 to the Consolidated Financial Statements.
</TABLE>
F-42
<PAGE>
<TABLE>
Dollar amounts in millions, except per share data
Note 17. Quarterly Financial Data (Unaudited)
<CAPTION>
Three Months Ended
___________________________________________________
March 31 June 30 September 30 December 31 Year
_____________________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
1994
Operating Revenue $1,099.2 $1,184.7 $1,203.4 $1,408.4 $4,895.7
Operating Income $ 159.8 $ 214.1 $ 250.4 $ 301.2 $ 925.5
Net Income $ 108.7 $ 144.6 $ 166.7 $ 209.5 $ 629.5
Earnings Per Share $.64 $.85 $.98 $1.23 $3.70
______________________________________________________________________________________________
1993
Operating Revenue $1,071.4 $1,161.6 $1,158.0 $1,319.4 $4,710.4
Restructuring Expense - Net $ - $ - $ - $(277.5) $ (277.5)
Operating Income (Loss) $ 140.5 $ 191.6 $ 228.7 $ (8.3) $ 552.5
Income Before Cumulative
Effect of Accounting Changes,
Net of Income Taxes $ 105.2 $ 138.8 $ 158.5 $ 26.2 $ 428.7
Net (Loss) Income $ (285.4) $ 138.8 $ 158.5 $ 26.2 $ 38.1
Earnings Per Share Before
Cumulative Effect of
Accounting Changes (1) $.59 $.78 $.89 $.15 $2.42(2)
______________________________________________________________________________________________
<FN>
(1)The sum of the quarterly earnings per share amounts in 1993
is not equal to the full year because the computations of the
weighted average number of shares outstanding for each quarter and
for the full year are made independently.
(2)Includes $277.5 million restructuring expense and $21.0 million
gain from Gartner Group's sale of stock (totaling $256.5 million
pre-tax and $166.7 million after-tax) which reduced earnings per
share by $.94.
F-43
</TABLE>
<PAGE>
<TABLE>
The Dun & Bradstreet Corporation and Subsidiaries
Ten-Year Selected Financial Data
<CAPTION>
All amounts except per share data, average number
of shares outstanding and percentages are shown
in millions of dollars 1994 1993 1992 1991 1990
______________________________________________________ ________ _______ _______ _______
<S> <C> <C> <C> <C> <C>
Continuing Operations:
Operating Revenue 4,895.7 4,710.4 4,750.7 4,651.0 4,837.3
Costs and Expenses(1) 3,970.2 4,157.9 3,964.8 3,906.7 4,050.4
_____________________________________________ ________ _______ _______ _______ _______
Operating Income (1) 925.5 552.5 785.9 744.3 786.9
Non-Operating (Expense)Income - Net (46.3) 35.5 9.3 (7.0) (19.1)
_____________________________________________ ________________ _______ _______ _______
Income from Continuing Operations
Before Provision for Income Taxes 879.2 588.0 795.2 737.3 767.8
Provision for Income Taxes 249.7 159.3 241.7 230.8 261.1
_____________________________________________ ________ _______ _______ _______ _______
Income from Continuing Operations 629.5 428.7 553.5 506.5 506.7
Income from Discontinued Operations,
Net of Income Taxes 0 0 0 0 0
_____________________________________________ _________________ _______ _______ _______
Income from Operations, Net of Income Taxes(2) 629.5 428.7 553.5 506.5 506.7
______________________________________________________________ _______ _______ _______
Cumulative Effect of Accounting Changes(3) 0 (390.6) 0 0 0
_____________________________________________ ________________ _______ _______ _______
Net Income 629.5 38.1 553.5 506.5 506.7
______________________________________________________________ _______ _______ _______
Dividends 435.2 423.0 401.3 383.9 379.1
______________________________________________ _________ ________ _______ _______ _
Earnings Per Share of Common Stock:
Continuing Operations 3.70 2.42(4) 3.10 2.84 2.79
Discontinued Operations .00 .00 .00 .00 .00
______________________________________________ _________________ _______ _______ ______
Income from Operations(2) 3.70 2.42(4) 3.10 2.84 2.79
______________________________________________ _________________ _______ _______ ______
Cumulative Effect of Accounting Changes(3) .00 (2.19) .00 .00 .00
_______________________________________________________________ _______ _______ _______
Total 3.70 .23 3.10 2.84 2.79
_______________________________________________________________ _______ _______ _______
Dividends Per Share 2.56 2.40 2.25 2.15 2.09
_____________________________________________ _________________ _______ _______ _______
Average Number of Shares Outstanding(in millions)169.9 177.2 178.3 178.6 181.6
_____________________________________________ _______________ _______ _______ _______
As a Percentage of Operating Revenue:
Operating Income 18.9 17.6(5) 16.5 16.0(1) 16.3
Income from Operations, Net of Income Taxes 12.9 12.6(6) 11.7 10.9 10.5
____________________________________________ _________________ _______ _______ _______
Return on Average Shareowners' Equity % 55.6 34.6(6) 26.1 25.2(1) 24.7
_____________________________________________ _________________ _______ _______ _______
Shareowners' Equity 1,318.6 1,111.3 2,156.0 2,123.1 2,044.1
_____________________________________________ __________ _______ _______ _______ _______
Total Assets 5,463.9 5,170.4 4,914.9 4,828.7 4,810.3
_____________________________________________ _________ ________ _______ _______ _______
<FN>
(1)Includes impact of $277.5, $15.0, $32.1, $35.3 and $50.7 million of
restructuring expense - net in 1993, 1991, 1988, 1987 and 1986
respectively.
(2)Excludes net gains (losses) from disposals of discontinued operations
of $12.5 and ($.6), or $.07 and $.00 per share, in 1987 and 1986,
respectively.
(3)Includes impact of $250.0 million or $1.40 per share for the
adoption of SFAS No. 112 and $140.6 million or $.79 per share
for the adoption of SFAS No. 106 in 1993. (See Note 6 to the
Consolidated Financial Statements.)
(4)$3.36 excluding $277.5 million restructuring expense and $21.0
million gain from Gartner Group's sale of stock (totaling $256.5
million pre-tax and $166.7 million after-tax).
(5)Excludes net restructuring expense of $277.5 million described in
Note 3.
(6)Excludes $277.5 million restructuring expense and $21.0 million gain
from Gartner Group's sale of stock (totaling $256.5 million pre-tax
and $166.7 million after-tax) described in Note 3 and the impact of
the cumulative effect of the accounting changes described in Note 6.
Including net restructuring expense of $166.7 million after-tax,
Return on Average Shareowner's Equity is 24.9%.
</TABLE>
<PAGE>
<TABLE>
All amounts except per share data, average number
of shares outstanding and percentages are shown
in millions of dollars 1989 1988 1987 1986 1985
______________________________________________ _______ _______ _______ _______ ______
<S> <C> <C> <C> <C> <C>
Continuing Operations:
Operating Revenue 4,318.9 4,267.4 3,788.5 3,463.2 3,022.0
Costs and Expenses(1) 3,455.8 3,497.7 3,098.6 2,859.8 2,483.7
______________________________________________ _______ _______ _______ _______ _______
Operating Income (1) 863.1 769.7 689.9 603.4 538.3
Non-Operating (Expense)Income - Net 49.0 21.0 43.9 43.5 42.3
______________________________________________ _______ _______ _______ _______ _______
Income from Continuing Operations
Before Provision for Income Taxes 912.1 790.7 733.8 646.9 580.6
Provision for Income Taxes 327.9 291.7 295.4 270.0 257.3
______________________________________________ _______ _______ _______ _______ _______
Income from Continuing Operations 584.2 499.0 438.4 376.9 323.3
Income from Discontinued Operations,
Net of Income Taxes 0 0 .6 2.3 1.5
______________________________________________ _______ _______ _______ _______ _______
Income from Operations, Net of Income Taxes(2) 584.2 499.0 439.0 379.2 324.8
______________________________________________ _______ _______ _______ _______ _______
Cumulative Effect of Accounting Changes(3) (31.9) 0 0 0 0
______________________________________________ _______ _______ _______ ______ _______
Net Income 552.3 499.0 439.0 379.2 324.8
______________________________________________ _______ _______ _______ _______ _______
Dividends 361.9 288.1 226.8 193.2 164.5
______________________________________________ _______ _______ _______ _______ _______
Earnings Per Share of Common Stock:
Continuing Operations 3.13 2.67 2.36 2.03 1.74
Discontinued Operations .00 .00 .00 .01 .01
______________________________________________ _______ _______ _______ _______ _______
Income from Operations(2) 3.13 2.67 2.36 2.04 1.75
______________________________________________ _______ _______ _______ _______ _______
Cumulative Effect of Accounting Changes(3) (.17) .00 .00 .00 .00
______________________________________________ _______ _______ _______ _______ _______
Total 2.96 2.67 2.36 2.04 1.75
______________________________________________ _______ ______ _______ _______ _______
Dividends Per Share 1.935 1.68 1.445 1.235 1.06
_______________________________________________ _______ _____ _______ _______ _______
Average Number of Shares Outstanding(in millions 186.9 187.1 186.1 185.9 185.7
_______________________________________________ _______ _______ _______ _______ _______
As a Percentage of Operating Revenue:
Operating Income 20.0 18.0(1) 18.2(1) 17.4(1) 17.8
Income from Operations, Net of Income Taxes 13.5 11.7 11.6 10.9 10.7
______________________________________________ _______ _______ _______ _______ _______
Return on Average Shareowners' Equity % 28.1 25.2(1) 25.0 24.4(1) 23.6
______________________________________________ _______ _______ _______ _______ _______
Shareowners' Equity 2,150.6 2,093.2 1,899.3 1,650.9 1,474.0
______________________________________________ _______ _______ _______ _______ _______
Total Assets 5,264.5 5,023.8 3,753.7 3,484.0 2,949.5
______________________________________________ _______ _______ _______ _______ _______
<FN>
(1)Includes impact of $277.5, $15.0, $32.1, $35.3 and $50.7 million of
restructuring expense - net in 1993, 1991, 1988, 1987 and 1986
respectively.
(2)Excludes net gains (losses) from disposals of discontinued operations
of $12.5 and ($.6), or $.07 and $.00 per share, in 1987 and 1986,
respectively.
(3)Includes impact of $250.0 million or $1.40 per share for the
adoption of SFAS No. 112 and $140.6 million or $.79 per share
for the adoption of SFAS No. 106 in 1993. (See Note 6 to the
Consolidated Financial Statements.)
(4)$3.36 excluding $277.5 million restructuring expense and $21.0
million gain from Gartner Group's sale of stock (totaling $256.5
million pre-tax and $166.7 million after-tax).
(5)Excludes net restructuring expense of $277.5 million described in
Note 3.
(6)Excludes $277.5 million restructuring expense and $21.0 million gain
from Gartner Group's sale of stock (totaling $256.5 million pre-tax
and $166.7 million after-tax) described in Note 3 and the impact of
the cumulative effect of the accounting changes described in Note 6.
Including net restructuring expense of $166.7 million after-tax,
Return on Average Shareowner's Equity is 24.9%.
F-44
</TABLE>
EXHIBIT E
_________
PLAN FOR COMPENSATING RETIRED DIRECTORS
FOR
POST RETIREMENT AVAILABILITY AND SERVICE
(As amended effective as of December 21, 1994)
The objective of the Plan for Compensating Retired Directors for Post
Retirement Availability and Service (the "Plan") is to recognize the
value of a Director's past service to The Dun & Bradstreet Corporation
(the "Corporation"), to compensate for the availability of the
Director's knowledge and experience as a resource to the Corporation
after the Director's retirement, and to facilitate the recruitment of new
Directors.
1. Each Director of the Corporation who has served as such for at least
five years, including two years during which the Director was not also an
employee of the Corporation or its subsidiaries, shall be entitled Each
Director of the Corporation who has served as such for at least upon
reaching age 70 to receive an amount (the "Plan Benefit") under the Plan
each year thereafter until such Director's death. For purposes of the
Plan, more than six months of service during a 12-month period after a
Director's first election to the Board of Directors of the Corporation
(the "Board") will be considered as a full year's service. The annual
Plan Benefit will be an amount equal to the annual retainer being paid
for service on the Board at the time the Director retires, which amount
shall be paid in advance quarterly or, at the Director's election in
accordance with Paragraph 3 or 6 below, in a lump sum distribution of the
actuarial present value of such annual benefits or in a combination of a
lump sum distribution and advance quarterly payments. The relevant
annual retainer shall not include retainers, if any, paid to Board
members for service as chairmen of committees of the Board, nor shall it
include meeting fees.
2. An eligible Director who retires from the Board at or after age 70
will start to receive any portion of the Plan Benefits which is payable
quarterly in the first calendar quarter after retirement. An eligible
Director who retires from the Board prior to age 70 for any reason,
other than disability that terminates the Director's active business or
professional career, will start to receive any portion of the Plan
Benefits which is payable quarterly in the first calendar quarter
subsequent to the Director's reaching age 70. An eligible Director who
retires from the Board prior to age 70 due to such disability will start
to receive any portion of the Plan Benefits which is payable quarterly
in the first calendar quarter after such retirement or after reaching
age 65, whichever occurs later.
3. A Director who is eligible for benefits under this Plan may make an
election while serving as a Director of the Corporation, on a form
supplied by the Executive Compensation and Stock Option Committee of the
Board (the "Committee"), to receive all, none, or a specified portion of
his aggregate Plan Benefits under this Plan in a lump sum distribution
and to receive any balance of such Plan Benefits in the form of advance
quarterly payments made in the manner and at such time as described in
Paragraphs 1 and 2 of this Plan (an "Election"); provided that any such
Election shall be effective for purposes of this Plan only if (i) such
Director remains in the service of the Corporation as a Director for the
full twelve calendar months immediately following the Election Date of
such Election, except in the case of such Director's "total disability"
as provided below and (ii) such Director complies with the administrative
procedures set forth by the Committee with respect to the making of the
Election. A Director making such an Election may specify the portion of
his aggregate Plan Benefits under this Plan to be received in a lump sum
as follows: 0 percent, 25 percent, 50 percent, 75 percent or 100 percent.
4. An eligible Director may make an Election while serving as a Director
of the Corporation for a payment form different than the payment form
previously elected in a prior Election by filing a revised election form;
provided that any such new Election shall be effective only if the
conditions in clauses (i) and (ii) of the Paragraph 3 are satisfied with
respect to such new Election. Any prior Election made by an eligible
Director that has satisfied such conditions remains effective for
purposes of this Plan until such Director has made a new Election that
satisfies such conditions.
5. In the event an eligible Director who has made an Election dies or
becomes "totally disabled" as defined in The Dun & Bradstreet Corporation
Long Term Disability Plan (the "Disability Plan") while serving the
Corporation as a Director and such "total disability" occurs during the
twelve-calendar-month period immediately following the Election Date of
such Election, the condition that such Director remain serving as a
Director of the Corporation for such twelve-month-period shall be deemed
to be satisfied and such Election shall be effective with respect to Plan
Benefits payable to such Director under this Plan.
6. Any Director who is eligible for benefits under this Plan and who as
of December 31, 1994 (i) is age 69 or older and (ii) has served at least
4 years as a Director of the Corporation, including at least one year
during which the Director was not also an employee of the Corporation or
its subsidiaries, may make an election, on a form supplied by the
Committee, to receive all, none, or a specified portion, in the same
percentages as described in Paragraph 3 of this Plan, of his aggregate
Plan Benefits under the Plan in a lump sum and to receive any balance of
such benefits in the form of advance quarterly payments made in the
manner and at such time as described in Paragraphs 1 and 2 of this Plan
(a "Special Election"); provided that any such Special Election shall be
effective for purposes of this Plan only if such Director remains in the
service of the Corporation as a Director for the one calendar month
immediately following the Election Date, except in the case of "total
disability" as provided in the immediately following paragraph and
complies with the administrative procedures set forth by the Committee
with respect to the making of the Special Election; and provided further
that the Election Date with respect to any such Special Election is not
later than January 31, 1995.
7. In the event an eligible Director who has made a Special Election
becomes "totally disabled" as defined in the Disability Plan while
serving the Corporation as a Director and such "total disability" occurs
during the one-calendar-month-period immediately following the Election
Date of such Special Election, the Director shall for purposes of this
Plan be deemed to have served the Corporation as a Director for such one-
calendar-month period, and such Special Election shall be effective with
respect to Plan Benefits payable to such Director under this Plan.
8. If a Director who is eligible for Plan Benefits has made an Election
or Special Election to receive any portion of such Plan Benefits in a
lump sum distribution and such Election or Special Election is effective
on the date Plan Benefits would otherwise commence under Paragraphs 1 and
2 of this Plan, such Plan Benefits shall be payable in the form so
elected pursuant to such Election or Special Election. Any portion of a
Director's Plan Benefits payable in a lump sum shall be paid on the date
that is 60 days after the date when Plan Benefits under this Plan which
are payable in quarterly payments commence, or would commence if any such
Plan Benefits were payable in quarterly payments, or as soon as
practicable thereafter, provided the Committee has approved such payment.
A lump sum distribution of a Director's Plan Benefits made pursuant to
an Election or Special Election under this Plan shall fully satisfy all
present and future Plan liability with respect to such Director for such
portion or all of such Plan Benefits so distributed.
9. The amount of any portion of a Director's Plan Benefits payable as a
lump sum under this Plan shall equal the present value of such portion of
such Director's Plan Benefits, and such present value shall be determined
(i) based on a discount rate equal to the average of 85% of the 15-year
non-callable U.S. Treasury bond yields as of the close of business on the
last business day of each of the three months immediately preceding the
date when quarterly payments with respect to such Plan Benefits otherwise
would commence if no Election or Special Election under the Plan had been
made and (ii) using the 1983 Group Annuity Mortality Table.
10. "Election Date" for purposes of this Plan means the date that a
properly completed election form with respect to an Election or a Special
Election is received by the Treasurer of the Corporation.
11. As a condition to the right to receive any Plan Benefits, each
eligible Director must agree to be available after retirement to consult
with the Corporation and to render it such advice as the Corporation
shall, from time to time, reasonably request. No Director shall be
eligible for Plan Benefits (or continuation thereof) if, at any time
subsequent to election as a Director of the Corporation, the Director
engages in any business or activity which is competitive with or
detrimental to the Corporation. Notwithstanding any other provision of
this Plan to the contrary, a Director who receives any portion of his
Plan Benefits in a lump sum distribution pursuant to an Election or
Special Election shall receive such lump sum portion of his Plan Benefits
subject to the condition that if the Director engages in any business or
activity which is competitive with or detrimental to the Corporation,
such Director shall within 60 days after written notice by the
Corporation repay to the Corporation the amount described in the
immediately following sentence. The amount to be repaid shall equal the
amount, as determined by the Committee, of the Director's lump sum
benefit paid under this Plan to which such Director would not have been
entitled, if such lump sum benefit had instead been payable in the form
of advance quarterly payments under this Plan and such payments were
subject to the provisions of this Paragraph 11.
12. Plan Benefits will cease to be paid upon a Director's death, and may
not be assigned or alienated by a Director.
13. Subject to certain conditions as provided below, the Corporation
shall indemnify each Director who receives any benefits under this Plan
in the form of installments as described in Paragraphs 1 and 2 of this
Plan for any interest and penalties that may be assessed by the U.S.
Internal Revenue Service (the "Service") with respect to U.S. Federal
income tax on any such benefits (payable under the Plan in installments)
upon final settlement or judgment with respect to any such assessment in
favor of the Service, provided the basis for the assessment is that the
amendment of this Plan to provide for the Election or the Special
Election causes the Director to be treated as being in constructive
receipt of such benefits prior to the time when such benefits are
actually payable under the Plan.
14. In case any such assessment shall be made against a Director, such
Director (the "indemnified party"), shall promptly notify the
Corporation's Treasurer in writing and the Corporation, upon request of
such indemnified party, shall select and retain an accountant or legal
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party in connection with such assessment and shall pay the
fees and expenses of such accountant or legal counsel related to such
representation, and the Corporation shall have the right to determine how
and when such assessment by the Service should be settled, litigated or
appealed. In connection with any such assessment, any indemnified party
shall have the right to retain his own accountant or legal counsel, but
the fees and expenses of such accountant or legal counsel shall be at the
expense of such indemnified party unless the Corporation and the
indemnified party shall have mutually agreed to the retention of such
accountant or legal counsel.
15. The Corporation shall not be liable to a Director for any indemnity
payments under this Plan with respect to any assessment described in
Paragraph 13 of this Plan if such Director against whom such assessment
is made has not notified or allowed the Corporation to participate with
respect to such assessment in the manner described above or, following
demand by the Corporation, has not made the deposit with the Service to
avoid any additional interest or penalties as described in Paragraph 16
or has agreed to, or otherwise settled with the Service with respect to,
such assessment without the Corporation's prior written consent,
provided, however, (i) if such assessment is settled with such consent or
if there is a final judgment for the Service, (ii) the Corporation has
been notified and allowed to participate in the manner as provided above
and (iii) the Director has made any required deposit to avoid additional
interest or penalties as described in Paragraph 16 of this Plan, the
Corporation agrees to indemnify the indemnified party to the extent set
forth in Paragraphs 13 and 14 of this Plan.
16. In the event a final settlement or judgment with respect to an
assessment as described under Paragraph 13 of this Plan has been made
against a Director, such Director may receive a portion or all of his
Plan Benefits that is otherwise payable as an annuity under this Plan in
the form of a lump sum in accordance with procedures as the Committee may
set forth, and such lump sum distribution will be made as soon as
practicable after any such election. At the time such assessment is made
against such Director (the "assessed party") and prior to any final
settlement or judgement with respect to such assessment, if so directed
by the Corporation, such assessed party shall, as a condition to
receiving any indemnity under Paragraphs 13 and 14 of this Plan, as soon
as practicable after notification of such assessment make a deposit with
the Service to avoid any additional interest or penalties with respect to
such assessment and, upon the request of such assessed party, the
Corporation shall lend, or arrange for the lending to, such assessed
party a portion of his remaining benefit under this Plan, not to exceed
the lump sum value of such benefit under this Plan, determined using the
actuarial assumptions set forth in Paragraph 9 of this Plan, solely for
purposes of providing the assessed party with funds to make a deposit
with the Service to avoid any additional interest or penalties with
respect to such assessment.
17. Upon the occurrence of a "Change in Control" of the Corporation, as
such term is defined in Paragraph 18 of this Plan, (i) each former
Director shall receive a lump sum distribution of such Director's unpaid
Plan Benefits under the Plan in an amount equal to the present value of
such benefits, within 30 days of the date of such Change in Control, in
full satisfaction of all present and future Plan liability with respect
to such former Director and (ii) each fully vested Director who is not
already receiving benefits under the Plan shall receive (A) a lump sum
distribution of the present value of such Director's Plan Benefits,
determined as if the Director had retired as of the date of such Change
in Control, within 30 days of the date of such Change in Control, and (B)
a lump sum distribution of the present value of such Director's
additional Plan Benefits, if any, accrued under the Plan from the date of
the Change in Control until the date such Director ceases to be an active
Director, within 30 days from the date the Director ceases to be an
active Director; provided, however, in the event an active Director has
less than five years of service but at least two full years of service as
a Director at the time a Change in Control of the Corporation occurs,
including at least two years during which the Director was not also an
employee of the Corporation or its subsidiaries, such Director shall
receive (i) 40% of the present value of the Plan Benefit, determined as
if the Director had retired as of the date of such Change in Control with
five years of such service, plus an additional 20% of such Plan Benefit
for each year (or portion thereof) of such service in excess of two years
and such benefit shall be paid to the Director in a lump sum within 30
days of the date of such Change in Control and (ii) within 30 days after
the Director ceases to be an active Director, a lump sum distribution of
the present value of the Director's additional Plan Benefit, if any,
accrued under the Plan from the date of the Change in Control until the
date the Director ceases to be an active Director; provided further, that
in the event an active Director has less than two full years of service
as a Director at the time a Change in Control of the Corporation occurs,
the Director shall receive (i) within 30 days of the date the Director
completes two years of service, during which the Director was not also an
employee of the Corporation or its subsidiaries, a lump sum distribution
equal to 40% of the present value of the Plan Benefit, determined as if
the Director had retired as of the date of such Change in Control with
five years of such service, and (ii) within 30 days after the Director
ceases to be an active Director, a lump sum distribution of the present
value of the Director's additional Plan Benefit, if any, accrued under
the Plan from the date the Director completed such two years of service
until the date the Director ceases to be an active Director. Lump sum
amounts payable hereunder shall be equal to the value on the lump sum
payment date of the installment benefit payable to the Director as
follows:
(a) For a former Director who is currently receiving Plan Benefits, the
lump sum amount shall equal the present value of future installment
payments as of the date the lump sum payment is made.
(b) For a former Director (other than a disabled Director) whose Plan
Benefits have not yet commenced, the lump sum amount shall equal the
value of the installment benefit payable commencing as of the first day
of the calendar quarter immediately following the Director's 70th
birthday.
(c) For a former Director who retired due to disability and whose
benefits have not yet commenced, the lump sum amount shall equal the
value of the installment benefit payable commencing as of the first day
of the calendar quarter immediately following the Director's 65th
birthday.
(d) For a Director who is active at the time of a Change in Control, the
lump sum amount payable prior to the Director's retirement shall equal
the value of the installment benefit payable commencing as of the first
day of the calendar quarter immediately following the Director's 70th
birthday, assuming that the Director retires (i) on the date of the
occurrence of the Change in Control, if the Director has at least two
years of service on such date or (ii) on the date the Director completes
two years of service, if the Director has not completed at least two
years of service on the date of the occurrence of the Change in Control.
(e) For a Director who is active at the time of a Change in Control, the
lump sum amount payable after such Director ceases to be a Director shall
equal the value of the installment benefit payable as of the date such
Director ceases to be an active Director, commencing as of the first day
of the calendar quarter immediately following the Director's 70th
birthday, minus the amount, if any, received under (d) above.
The determination of present value shall be based on the 1983 Group
Annuity Mortality Table and the interest rate or rates established by the
Pension Benefit Guaranty Corporation as of January 1st of the applicable
year, for purposes of determining the present value of immediate
annuities. If any lump sum payment is not made within the applicable
30-day time period described above, interest shall be credited to the
amount of such payment at an annual rate equal to the yield on 90-day
U.S. Treasury Bills plus one percentage point. For this purpose the
yield on U.S. Treasury Bills shall be the rate published in The Wall
Street Journal on the first business day of the calendar month in which
the first day of such 30-day period falls.
18. A "Change in Control" of the Corporation shall mean the occurrence
of any of the following events:
(a) any "person," as such term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Corporation, any trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, or any corporation
owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing 30% or more of the combined voting power
of the Corporation's then outstanding securities;
(b) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new Director
(other than a Director designated by a person who has entered into an
agreement with the Corporation to effect a transaction described in
clause (a), (c) or (d) of this Paragraph) whose election by the Board or
nomination for election by the Corporation's stockholders was approved
by a vote of at least two-thirds (2/3) of the Directors then still in
office who either were Directors at the beginning of the period or whose
election or nomination for election was previously so approved cease for
any reason to constitute at least a majority thereof;
(c) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other company, other than (1) a
merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effected to implement a
recapitalization of the Corporation (or similar transaction) in which no
"person" (as hereinabove defined) acquires more than 50% of the combined
voting power of the Corporation's then outstanding securities; or
(d) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
19. Plan Benefits payable under this Plan shall not be funded and shall
be made out of the general funds of the Corporation; provided, however,
that the Corporation reserves the right to establish one or more trusts
to provide alternate sources of benefit payments under this Plan,
provided, further, however, that upon the occurrence of a "Potential
Change in Control" of the Corporation, as defined below, the appropriate
officers of the Corporation are authorized to make contributions to such
a trust fund, established as an alternate source of benefits payable
under the Plan, as are necessary to fund the lump sum payments to
Directors required pursuant to Paragraph 17 of this Plan in the event of
a Change in Control of the Corporation; provided, further, however, that
if payments are made from such trust fund, such payments will satisfy the
Corporation's obligations under this Plan to the extent made from such
trust fund.
In determining the amount of the necessary contribution to the trust
fund in the event of a Potential Change in Control, the following
actuarial assumptions shall be used: (i) the interest rate used shall be
the interest rate used by the Pension Benefit Guaranty Corporation for
determining the value of immediate annuities as of January 1st of the
year of the occurrence of the Potential Change in Control, (ii) the 1983
Group Annuity Mortality Table shall be used, and (iii) it shall be
assumed that all active Directors will retire as soon as practicable
after the occurrence of the Potential Change in Control.
For the purposes of this Plan, "Potential Change in Control" means:
(a) the Corporation enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control of the Corporation;
(b) any person (including the Corporation) publicly announces an
intention to take or to consider taking actions which if consummated
would constitute a Change in Control of the Corporation;
(c) any person, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation (or a
corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of
stock of the Corporation), who is or becomes the beneficial owner,
directly or indirectly, of securities of the Corporation representing
9.5% or more of the combined voting power of the Corporation's then
outstanding securities, increases such person's beneficial ownership of
such securities by 5% or more over the percentage so owned by such
person; or
(d) the Board adopts a resolution to the effect that, for purposes of
this Plan, a Potential Change in Control of the Corporation has occurred
20. The Committee shall be responsible for the administration of the
Plan and may delegate to any management committee, employee, Director or
agent its responsibility to perform any act hereunder, including, without
limitation, those matters involving the exercise of discretion; provided
that such delegation shall be subject to revocation at any time at its
discretion. The Committee shall have full authority to interpret the
provisions of the Plan and construe all of its terms, to adopt, amend,
and rescind rules and regulations for the administration of the Plan, and
generally to conduct and administer the Plan and to make all
determinations in connection with the Plan as may be necessary or
advisable, other than those determinations delegated to management
employees or independent third parties by the Board. All of its rules,
interpretations and decisions shall be applied in a uniform manner to all
Directors similarly situated and decisions of the Committee shall be
conclusive and binding on all persons.
21. The Plan will be effective with respect to Directors retiring from
the Board after January 1, 1980; provided, however, that no Director
shall be eligible to receive Plan Benefits for the period prior to August
1, 1981. Service on the Board prior to January 1, 1980 shall count for
the purpose of determining eligibility for benefits under the Plan.
22. The Plan may be modified, amended or revoked at any time by the
Board of Directors of the Corporation.
Adopted by Board of
Directors: July 15, 1981
Amended by Board of
Directors, effective: September 20, 1989
December 19, 1990
July 1, 1994
December 21, 1994
E-1
??
EXHIBIT F
_________
PENSION BENEFIT EQUALIZATION PLAN
OF
THE DUN & BRADSTREET CORPORATION
(As Amended Effective December 21, 1994)
________________________________________
I.Purpose of the Plan
The purpose of the Pension Benefit Equalization Plan of The Dun &
Bradstreet Corporation (the "Plan") is to provide a means of equalizing
the benefits of those employees participating in the Master Retirement
Plan of The Dun & Bradstreet Corporation (the "Retirement Plan") whose
funded benefits under the Retirement Plan are or will be limited by the
application of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the
"Code") or any applicable law or regulation. The Plan is intended to be
an "excess benefit plan" as that term is defined in Section 3(36) of
ERISA with respect to those participants whose benefits under the
Retirement Plan have been limited by Section 415 of the Code, and a "top
hat" plan meeting the requirements of Sections 201(2), 301(a)(3),
401(a)(1) and 4021(b)(6) of ERISA with respect to those participants
whose benefits under the Retirement Plan have been limited by Section
401(a)(17) of the Code.
II.Administration of the Plan
The Executive Compensation and Stock Option Committee of the Board of
Directors (the "Committee") of The Dun & Bradstreet Corporation (the
"Corporation") shall administer the Plan and may delegate to any
management committee, employee, director or agent its responsibility to
perform any act hereunder, including without limitation those matters
involving the exercise of discretion, provided that such delegation shall
be subject to revocation at any time at its discretion. The Committee
shall have full authority to determine all questions arising in
connection with the Plan, other than those determinations delegated to
management employees or independent third parties by the Board of
Directors, including interpreting its provisions and construing all of
its terms; may adopt procedural rules; and may employ and rely on such
legal counsel, such actuaries, such accountants and such agents as it may
deem advisable to assist in the administration of the Plan. All of its
rules, interpretations and decisions shall be applied in a uniform manner
to all participants similarly situated and decisions of the Committee
shall be conclusive and binding on all persons.
III.Participation in the Plan
All members of the Retirement Plan shall be eligible to participate in
this Plan whenever their benefits under the Retirement Plan as from time
to time in effect would exceed the limitations on benefits and
contributions imposed by Sections 401, 415 or any other applicable
Section of the Code, calculated from and after September 2, 1974. For
purposes of this Plan, benefits of a participant in this Plan shall be
determined as though no provision were contained in the Retirement Plan
incorporating limitations imposed by Sections 401, 415 or any other
Section of the Code.
IV.Benefit Limitations
For purposes of this Plan and the Retirement Plan, the limitations
imposed by Section 415 of the Code shall be deemed to be met when the sum
of the participant's defined benefit plan fraction and his defined
contribution plan fraction equals 1.0, as such fractions are computed for
purposes of Section 415 of the Code and Section 19.4 of the Retirement
Plan.
V.Equalized Benefits
The Corporation shall pay to each eligible member of the Retirement Plan
and his beneficiaries a supplemental pension benefit equal to the benefit
which would have been payable to them under the Retirement Plan, as if no
provision were set forth therein incorporating limitations imposed by
Sections 401, 415 or any other applicable Section of the Code, to the
extent that such benefit otherwise payable under the Retirement Plan
exceeds the benefit limitations related to the Retirement Plan as
described in Section III of this Plan.
Subject to Section XII of this Plan, such supplemental pension benefits
shall be payable in accordance with all of the terms and conditions
applicable to the participant's benefits under the Retirement Plan
including whatever optional benefits he may have elected; provided,
however, if an Election (as defined in Section IX of this Plan) or a
Special Election (as defined in Section X of this Plan) has been made and
becomes effective prior to the date when benefits under this Plan would
otherwise be payable, the form of payment of benefits under this Plan
shall be in the form so elected pursuant to such Election or Special
Election; provided further that notwithstanding any Election or Special
Election, if the lump sum value, determined in the same manner as
provided under Section IX below, of the benefits payable under this Plan
is $10,000 or less at the time such benefits are payable under this Plan,
such benefits shall be payable as a lump sum.
Any portion of the benefits payable under this Plan as a lump sum,
including any amounts payable as a lump sum under Section VI, shall be
paid 60 days after the date when payments of the same benefits under this
Plan, if payable in the form of an annuity, would otherwise commence, or
as soon as practicable thereafter, provided the Committee has approved
such payment. Any such lump sum distribution of a participant's or
beneficiary's benefits under this Plan shall fully satisfy all present
and future Plan liability with respect to such participant or beneficiary
for such portion or all of such benefits so distributed. Any portion of
the benefits payable under this Plan as an annuity shall commence on the
date when annuity benefits under this Plan would otherwise commence,
without regard to any Election or Special Election.
VI.Payments of Benefits in the Event of Death
In case of the death of the participant, the amount in his account shall,
where applicable and subject to Section XII of this Plan, be distributed
to the surviving beneficiary who has been designated to receive benefits
under the Retirement Plan and in the manner which has been elected under
the Retirement Plan; provided, however, if an Election (as defined in
Section IX of this Plan) or a Special Election (as defined in Section X
of this Plan) has been made and becomes effective prior to the date when
benefits under this Plan would otherwise be payable, the form of payment
of benefits payable to such surviving beneficiary under this Plan shall
be in the form so elected pursuant to such Election or Special Election;
provided further that notwithstanding any Election or Special Election,
if the lump sum value, determined in the same manner as provided under
Section IX below, of the benefits payable under this Plan is $10,000 or
less at the time such benefits are payable to such surviving beneficiary
under this Plan, such benefits shall be payable as a lump sum.
If the participant has not designated a beneficiary under the Retirement
Plan, or if no such beneficiary is living at the time of the
participant's death, the amount, if any, in the participant's account
that is distributable upon his death shall be distributed to the person
or persons who would otherwise be entitled to receive a distribution of
the participant's Retirement Plan benefits. Payment to such person or
persons shall completely discharge the Plan with respect to the amount so
paid.
VII.Change in Control
Upon the occurrence of a "Change in Control" of the Corporation, as such
term is defined in the Retirement Plan, (i) each participant and
beneficiary already receiving benefits and/or survivor's benefits under
the Plan shall receive a lump sum distribution of their unpaid benefits
and/or survivor's benefits under the Plan in an amount equal to the
present value of such benefits and/or survivor's benefits in full
satisfaction of all present and future Plan liability with respect to
such participant or beneficiary, and (ii) each vested participant who is
not already receiving benefits under the Plan shall receive (A) a lump
sum distribution of the present value of his accrued benefit under the
Plan as of the date of such Change in Control, within 30 days of the date
of such Change in Control and (B) a lump sum distribution of the present
value of his additional benefit, if any, accrued under the Plan from the
date of the Change in Control until the date he retires or terminates
employment with the Corporation, within 30 days from the date of the
participant's retirement or termination of employment with the
Corporation. In determining the amount of the lump sum distributions to
be paid under this Section VII, the following actuarial assumptions shall
be used: (i) the interest rate used shall be the interest rate used by
the Pension Benefit Guaranty Corporation for determining the value of
immediate annuities as of January lst of either the year of the
occurrence of the Change in Control or the participant's retirement or
termination of employment, whichever is applicable, (ii) the 1983 Group
Annuity Mortality Table shall be used; and (iii) it shall be assumed that
all participants retired or terminated employment with the Corporation on
the date of the occurrence of the Change in Control for purposes of
determining the amount of the lump sum distribution to be paid upon the
occurrence of the Change in Control.
VIII.Funding
Benefits payable under this Plan shall not be funded and shall be made
out of the general funds of the Corporation; provided, however, that the
Corporation reserves the right to establish one or more trusts to provide
alternate sources of benefit payments under this Plan, provided, further,
however, that upon the occurrence of a "Potential Change in Control" of
the Corporation, as defined below, the appropriate officers of the
Corporation are authorized to make contributions to such a trust fund,
established as an alternate source of benefits payable under the Plan, as
are necessary to fund the lump sum payments to Plan participants required
pursuant to Section VII of this Plan in the event of a Change in Control
of the Corporation; provided, further, however, that if payments are made
from such trust fund, such payments will satisfy the Corporation's
obligations under this Plan to the extent made from such trust fund.
In determining the amount of the necessary contribution to the trust fund
in the event of a Potential Change in Control, the following actuarial
assumptions shall be used: (i) the interest rate used shall be the
interest rate used by the Pension Benefit Guaranty Corporation for
determining the value of immediate annuities as of January 1st of the
year of the occurrence of the Potential Change in Control, (ii) the 1983
Group Annuity Mortality Table shall be used; and (iii) it shall be
assumed that all participants will retire or terminate employment with
the Corporation as soon as practicable after the occurrence of the
Potential Change in Control.
For the purposes of this Plan, "Potential Change in Control" means:
(a) the Corporation enters into an agreement, the
consummation of which would result in the occurrence of a Change in
Control of the Corporation;
(b) any person (including the Corporation) publicly announces an
intention to take or to consider taking actions which if consummated
would constitute a Change in Control of the Corporation;
(c) any person, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation (or a
Corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of
stock of the Corporation), who is or becomes the beneficial owner,
directly or indirectly, of securities of the Corporation representing
9.5% or more of the combined voting power of the Corporation's then
outstanding securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person; or
(d) The Board of Directors of the Corporation adopts a resolution to the
effect that, for purposes of this Plan, a Potential Change in Control of
the Corporation has occurred.
IX.Election of Form of Payment
A participant under this Plan may make an election, on a form supplied by
the Committee, to receive all, none, or a specified portion of his
benefits under this Plan in a lump sum and to receive any balance of such
benefits in the form of an annuity (an "Election"); provided that any
such Election shall be effective for purposes of this Plan only if (i)
such participant remains in the employment of the Corporation or an
Affiliate (as defined under Section XII below), as the case may be, for
the full twelve calendar months immediately following the Election Date
of such Election, except in the case of such participant's death or
disability as provided below and (ii) such participant complies with the
administrative procedures set forth by the Committee with respect to the
making of the Election. A participant making such Election shall be
subject to the provisions of Section XII of this Plan.
A participant may elect a payment form different than the payment form
previously elected by him under this Section IX by filing a revised
election form; provided that any such new Election shall be effective
only if the conditions in clauses (i) and (ii) of the immediately
preceding paragraph are satisfied with respect to such new Election. Any
prior Election made by a participant that has satisfied such conditions
remains effective for purposes of this Plan until such participant has
made a new Election that satisfies such conditions.
A participant making an election under this Section IX may specify the
portion of his benefits under this Plan to be received in a lump sum as
follows: 0 percent, 25 percent, 50 percent, 75 percent or 100 percent.
In the event a participant who has made an Election dies or becomes
"totally disabled" as defined in The Dun & Bradstreet Corporation Long
Term Disability Plan while employed by the Corporation or an Affiliate
and such death or total disability occurs during the twelve-calendar-
month period immediately following the Election Date of such Election,
the condition that such participant remain employed with the Corporation
or an Affiliate (as defined in Section XII) for such twelve-month-period
shall be deemed to be satisfied and such Election shall be effective with
respect to benefits payable to such participant or participant's
beneficiaries under this Plan.
The amount of any portion of the benefits payable as a lump sum under
this Section IX will equal the present value of such portion of such
benefits, and the present value shall be determined (i) based on a
discount rate equal to the average of 85% of the 15-year non-callable
U.S. Treasury bond yields as of the close of business on the last
business day of each of the three months immediately preceding the date
the annuity value is determined and (ii) using the 1983 Group Annuity
Mortality Table.
"Election Date" for purposes of this Plan means the date that a properly
completed election form with respect to an Election or Special Election
(as defined in Section X below) is received by the Corporate Assistant
Treasurer of the Corporation.
X.Special Election of Form of Payment
Any participant under this Plan (except for the Chairman of the Board of
Directors of the Corporation on December 21, 1994) who as of December 31,
1994 (i) is age 54 or older and (ii) has at least 4 years of Credited
Service (as defined in the Corporation's Supplemental Executive Benefit
Plan) may make an election, on a form supplied by the Committee, to
receive all, none, or a specified portion, in the same percentages as
described in Section IX above, of his benefits under this Plan in a lump
sum and to receive any balance of such benefits in the form of an annuity
(a "Special Election"); provided that any such Special Election shall be
effective for purposes of this Plan only if such participant remains in
employment with the Corporation or an Affiliate (as defined in Section
XII below), as the case may be, for the one calendar month immediately
following the Election Date, except in the case of death or disability as
provided below and complies with the administrative procedures set forth
by the Committee with respect to the making of the Special Election; and
provided further that the Election Date with respect to any such Special
Election may not be later than January 31, 1995. A participant making
such Special Election shall be subject to the provisions of Section XII
of this Plan.
In the event a participant who has made a Special Election dies or
becomes "totally disabled" as defined in The Dun & Bradstreet Corporation
Long Term Disability Plan while employed by the Corporation or an
Affiliate (as defined in Section XII below) and such death or total
disability occurs during the one-calendar-month-period immediately
following the Election Date of such Special Election, the participant
shall for purposes of this Section X be deemed to have been employed with
the Corporation or an Affiliate (as defined in Section XII below), as the
case may be, for such one-calendar-month period, and such Special
Election shall be effective with respect to benefits payable to such
participant or participant's beneficiaries under this Plan.
The amount of any portion of the benefits payable as a lump sum under
this Section X will equal the present value of such portion of such
benefits, and the present value shall be determined (i) based on a
discount rate equal to the average of 85% of the 15-year non-callable
U.S. Treasury bond yields as of the close of business on the last
business day of each of the three months immediately preceding the date
the annuity value is determined and (ii) using the 1983 Group Annuity
Mortality Table.
XI.Indemnification
Subject to certain conditions as provided below, the Corporation shall
indemnify each participant or beneficiary who receives any benefits under
this Plan in the form of an annuity for any interest and penalties that
may be assessed by the U.S. Internal Revenue Service (the "Service") with
respect to U.S. Federal income tax on such benefits (payable under the
Plan in the form of an annuity) upon final settlement or judgment with
respect to any such assessment in favor of the Service, provided the
basis for the assessment is that the amendment of this Plan to provide
for the Election or the Special Election causes the participant or the
beneficiary, as the case may be, to be treated as being in constructive
receipt of such benefits prior to the time when such benefits are
actually payable under the Plan.
In case any such assessment shall be made against a participant or
beneficiary, such participant or beneficiary, as the case may be (the
"indemnified party"), shall promptly notify the Corporation's Treasurer
in writing and the Corporation, upon request of such indemnified party,
shall select and retain an accountant or legal counsel reasonably
satisfactory to the indemnified party to represent the indemnified party
in connection with such assessment and shall pay the fees and expenses of
such accountant or legal counsel related to such representation, and the
Corporation shall have the right to determine how and when such
assessment by the Service should be settled, litigated or appealed. In
connection with any such assessment, any indemnified party shall have the
right to retain his own accountant or legal counsel, but the fees and
expenses of such accountant or legal counsel shall be at the expense of
such indemnified party unless the Corporation and the indemnified party
shall have mutually agreed to the retention of such accountant or legal
counsel.
The Corporation shall not be liable to a participant or beneficiary for
any payments under this Section XI with respect to any assessment
described in the second preceding paragraph if such participant or
beneficiary against whom such assessment is made has not notified or
allowed the Corporation to participate with respect to such assessment in
the manner described above or, following demand by the Corporation, has
not made the deposit to avoid additional interest or penalties as
described below, or has agreed to, or otherwise settled with the Service
with respect to, such assessment without the Corporation's written
consent, provided, however, (i) if such assessment is settled with such
consent or if there is a final judgment for the Service, (ii) the
Corporation has been notified and allowed to participate in the manner as
provided above and (iii) such participant or beneficiary has made any
required deposit to avoid additional interest or penalties as described
below, the Corporation agrees to indemnify the indemnified party to the
extent set forth in this Section XI.
In the event a final settlement or judgment with respect to an assessment
as described under this Section XI has been made against a participant or
beneficiary, such participant or beneficiary may elect to receive a
portion or all of his benefits that is otherwise payable as an annuity
under the Plan in the form of a lump sum in accordance with procedures as
the Committee may set forth, and such lump sum distribution will be made
as soon as practicable after any such election. At the time such
assessment is made against such participant or beneficiary (the "assessed
party") and prior to any final settlement or judgement with respect to
such assessment, if so directed by the Corporation, such assessed party
shall, as a condition to receiving an indemnity under this Section XI, as
soon as practicable after notification of such assessment make a deposit
with the Service to avoid any additional interest or penalties with
respect to such assessment and, upon the request of such assessed party,
the Corporation shall lend, or arrange for the lending to, such assessed
party a portion of his remaining benefit under the Plan, not to exceed
the lump sum value of such benefit under the Plan, determined using the
actuarial assumptions set forth in Section IX, solely for purposes of
providing the assessed party with funds to make a deposit with the
Service to avoid any additional interest or penalties with respect to
such assessment.
XII.Limitations on Payment of Benefits
If a participant under this Plan has at any time made an Election or a
Special Election to have all or a portion of the benefits under this Plan
distributed in a lump sum, such participant shall be subject to this
Section XII.
Notwithstanding any other provision of this Plan to the contrary, no
benefits or no further benefits, as the case may be, shall be paid to a
participant who is subject to this Section XII if the Committee
reasonably determines that such participant has:
(i)To the detriment of the Corporation or any Affiliate, directly or
indirectly acquired, without the prior written consent of the
Committee,an interest in any other company, firm, association, or
organization (other than an investment interest of less than 1% in a
publicly-owned company or organization), the business of which is in
direct competition with the business (present or future) of the
Corporation or any of its Affiliates;
(ii) To the detriment of the Corporation or any Affiliate, directly or
indirectly competed with the Corporation or any Affiliate as an owner,
employee, partner, director or contractor of a business, in a field of
business activity in which the participant has been primarily engaged on
behalf of the Corporation or any Affiliate or in which he has
considerable knowledge as a result of his employment by the Corporation
or any Affiliate, either for his own benefit or with any person other
than the Corporation or any Affiliate, without the prior written consent
of the Committee; or
(iii) Been discharged from employment with the Corporation or any
Affiliate for "Cause."
An "Affiliate" for purposes of this Plan means any corporation,
partnership, division or other organization controlling, controlled by or
under common control with the Corporation or any joint venture entered
into by the Corporation.
"Cause" for purposes of this Section XII shall include the occurrence of
any of the following events or such other dishonest or disloyal act or
omission as the Committee determines to be "cause":
(a) The participant has misappropriated any funds or property of the
Corporation or any Affiliate;
(b) The participant has, without the prior knowledge or written consent
of the Committee, obtained personal profit as a result of any transaction
by a third party with the Corporation or any Affiliate; or
(c) The participant has sold or otherwise imparted to any person, firm,
or corporation the names of the customers of the Corporation or any
Affiliate or any confidential records, data, formulae, specifications and
other trade secrets or other information of value to the Corporation or
any Affiliate derived by his or her association with the Corporation or
any Affiliate.
In any case described in this Section XII, the participant shall be given
prior written notice that no benefits or no further benefits, as the
case may be, will be paid to such participant. Such written notice shall
specify the particular act(s), or failures to act, on the basis of which
the decision to terminate his benefits has been made.
Notwithstanding any other provision of this Plan to the contrary, a
participant who receives in a lump sum any portion of his benefits under
this Plan pursuant to an Election or Special Election shall receive such
lump sum portion of his benefits subject to the condition that if such
participant engages in any of the acts described in clause (i) or (ii)
of this Section XII, then such participant shall within 60 days after
written notice by the Corporation repay to the Corporation the amount
described in the immediately following sentence. The amount to be repaid
shall equal the amount, as determined by the Committee, of the
participant's lump sum benefit paid under this Plan to which such
participant would not have been entitled, if such lump sum benefit had
instead been payable in the form of an annuity under this Plan and such
annuity payments were subject to the provisions of this Section XII.
XIII.Miscellaneous
This Plan may be terminated at any time by the Board of Directors of the
Corporation, in which event the rights of participants to their accrued
benefits shall become nonforfeitable. This Plan may also be amended at
any time by the Board of Directors of the Corporation, except that no
such amendment shall deprive any participant of his benefits accrued at
the time of such amendment.
No right to payment or any other interest under this Plan may be
alienated, sold, transferred, pledged, assigned, or made subject to
attachment, execution, or levy of any kind.
Nothing in this Plan shall be construed as giving any employee the right
to be retained in the employ of the Corporation. The Corporation
expressly reserves the right to dismiss any employee at any time without
regard to the effect which such dismissal might have upon him under the
Plan.
This Plan shall be construed, administered and enforced according to the
laws of the State of New York.
XIV.Effective Date
This Plan shall be effective as of October 17, 1990, upon its adoption by
the Board of Directors of The Dun & Bradstreet Corporation.
F-1
??(..continued)
EXHIBIT G
_________
SUPPLEMENTAL EXECUTIVE BENEFIT PLAN
OF
THE DUN & BRADSTREET CORPORATION
(as amended effective December 21, 1994)
________________________________________
PREAMBLE
The principal purpose of this Supplemental Executive Benefit Plan is
to ensure the payment of a competitive level of retirement income and
disability benefits in order to attract, retain and motivate selected
executives of the Corporation and its affiliated companies.
SECTION 1
Definitions
1.1 "Affiliate" means any corporation, partnership, division or
other organization controlling, controlled by or under common control
with the Corporation or any joint venture entered into by the
Corporation.
1.2 "Average Final Compensation" means the greater of (i) a
Participant's or Vested Former Participant's average final
compensation as defined in the Master Retirement Plan of The Dun &
Bradstreet Corporation as if no provision were set forth therein
incorporating limitations imposed by Sections 401, 415 or any other
applicable Section of the Internal Revenue Code, or, (ii) if the
Participant is disabled at the time of his Retirement, the
Participant's Basic Earnings. For purposes of (i), Average Final
Compensation will not include an employee's compensation while the
employee is a Vested Former Participant or a Former Participant and
will include compensation from the date of the Participant's
employment with the Corporation or an Affiliate.
1.3 "Basic Disability Plan" means as to any Participant either (i)
the long-term disability plan of the Corporation or an Affiliate
pursuant to which long-term disability benefits are payable to such
Participant or, (ii) if the Affiliate which employs such Participant
has not adopted a long-term disability plan, the long-term disability
plan of the Corporation.
1.4 "Basic Disability Plan Benefit" means the amount of benefits
actually payable to a Participant from the Basic Disability Plan.
For purposes of determining a Participant's Basic Disability Plan
Benefit a disability benefit shall not be treated as actually payable
to a Participant unless the Participant is actually covered by a long-
term disability plan of the Corporation or an Affiliate.
1.5 "Basic Earnings" means a Participant's total earnings received
as an employee as salary or wages in the twelve months immediately
preceding the onset of the Participant's disability, including any
amounts deferred under a plan qualified under Section 401(k) of the
Internal Revenue Code, amounts contributed on a Participant's behalf
on a salary reduction basis to a cafeteria plan described in Section
125 of the Internal Revenue Code, cash bonuses and commissions, but
excluding any pension, retainers, severance pay, income derived from
stock options, stock appreciation rights and restricted stock awards
and dispositions of stock acquired thereunder, payments dependent
upon any contingency after the period of Credited Service and other
special remuneration (including performance units).
1.6 "Basic Plan" means as to any Participant or Vested Former
Participant the qualified retirement or pension plan of the
Corporation or an Affiliate pursuant to which retirement benefits are
payable to such Participant or Vested Former Participant or to the
Surviving Spouse or designated beneficiary of a deceased Participant
or Vested Former Participant.
1.7 "Basic Plan Benefit" means the amount of benefits payable from
the Basic Plan to a Participant or Vested Former Participant.
1.8 "Board" means the Board of Directors of The Dun & Bradstreet
Corporation.
1.9 "Change in Control" means:
(a) Any "person," as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than the Corporation, any trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, or any
Corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership
of stock of the Corporation), is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Corporation representing 30% or more of the
combined voting power of the Corporation's then outstanding
securities;
(b) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has entered
into an agreement with the Corporation to effect a transaction
described in clause (a), (c) or (d) of this Section) whose election by
the Board or nomination for election by the Corporation's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved cease for any reason to constitute at least a majority
thereof;
(c) the stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other company, other than
(1) a merger or consolidation which would result in the voting
securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
50% of the combined voting power of the voting securities of the
Corporation or such surviving entity outstanding immediately after
such merger or consolidation or (2) a merger or consolidation effected
to implement a recapitalization of the Corporation (or similar
transaction) in which no "person" (as hereinabove defined) acquires
more than 50% of the combined voting power of the Corporation's then
outstanding securities; or
(d) the stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation's assets.
1.10 "Committee" means the Executive Compensation and Stock Option
Committee of the Board.
1.11 "Corporation" means The Dun & Bradstreet Corporation, a Delaware
corporation, and any successor or assigns thereto.
1.12 "Credited Service" means a Participant's, Former Participant's
or Vested Former Participant's credited service as defined in the
Master Retirement Plan of The Dun & Bradstreet Corporation, except
that Credited Service will include service while the Participant is
receiving Disability Benefits and service from the date the
Participant, Former Participant or Vested Former Participant was
employed by the Corporation or an Affiliate, but will not include
service while an employee is a Former Participant or Vested Former
Participant. However, in the case of an acquired company, the
Participant's, Former Participant's or Vested Former Participant's
service with that company prior to the date of acquisition will not be
counted unless such service is recognized for benefit accrual purposes
under the relevant Basic Plan.
1.13 "Disability Benefits" mean the benefits provided to Participants
and Vested Former Participants pursuant to Section 5 of the Plan.
1.14 "Effective Date" means July 1, 1989.
1.15 "Election" means an election as to the form of benefit payment
made pursuant to Section 4.5 of the Plan.
1.16 "Election Date" means the date that a properly completed election
form with respect to an Election or a Special Election is received by
the Corporation's Treasurer.
1.17 "Former Participant" means an employee who has not completed
five or more years of Credited Service at the time his employment with
the Corporation or an Affiliate terminates or at the time he was
removed, upon written notice by the Chief Executive Officer of the
Corporation and with the approval of the Committee, from further
participation in the Plan.
1.18 "Other Disability Income" means (A) the disability insurance
benefit that the Participant is entitled to receive under the Federal
Social Security Act while he is receiving the Basic Disability Plan
Benefit and (B) the disability income payable to a Participant from
the following sources:
(a)any supplemental executive disability plan of any Affiliate; and
(b)any other contract, agreement or other arrangement with the
Corporation or an Affiliate (excluding any Basic Disability Plan) to
the extent it provides disability benefits.
1.19 "Other Retirement Income" means (A)(i) the Social Security
retirement benefit that the Participant or Vested Former Participant
is entitled to receive under the Federal Social Security Act as of the
date of his Retirement or, (ii) if the Participant or Vested Former
Participant is not eligible to receive a Social Security retirement
benefit commencing on such date, the Social Security retirement
benefit he is entitled to receive at the earliest age he is eligible
to receive such a benefit, discounted to the date his Benefit under
the Plan actually commences, using the actuarial assumptions then in
use under the relevant Basic Plan, assuming for purposes of (i) and
(ii) above that for years prior to the Participant's employment with
the Corporation and for years following the Participant's termination
of employment with the Corporation up until the Participant attains
age 62, the Participant earned compensation so as to accrue the
maximum Social Security benefits, and (B) the retirement income
payable to a Participant or Vested Former Participant from the
following sources:
(a)any retirement benefits equalization plan of the Corporation or an
Affiliate the purpose of which is to provide the Participant or Vested
Former Participant with the benefits he is precluded from receiving
under any relevant Basic Plan as a result of limitations under the
Internal Revenue Code; and
(b)any supplemental executive retirement plan of any Affiliate; and
(c)any other contract, agreement or other arrangement with the
Corporation or an Affiliate (excluding any Basic Plan) to the extent
it provides retirement or pension benefits.
1.20 "Participant" means an employee of the Corporation or an
Affiliate who becomes a participant in the Plan pursuant to Section 2.
1.21 "Plan" means this Supplemental Executive Benefit Plan of The Dun
& Bradstreet Corporation, as amended from time to time.
1.22 "Potential Change in Control" means:
(a) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control of the
Corporation;
(b) any person (including the Corporation) publicly announces an
intention to take or to consider taking actions which if consummated
would constitute a Change in Control of the Corporation;
(c) any person, other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation (or a
Corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership
of stock of the Corporation), who is or becomes the beneficial owner,
directly or indirectly, of securities of the Corporation representing
9.5% or more of the combined voting power of the Corporation's then
outstanding securities, increases his beneficial ownership of such
securities by 5% or more over the percentage so owned by such person;
or
(d) the Board adopts a resolution to the effect that, for purposes of
this Plan, a Potential Change in Control of the Corporation has
occurred.
1.23 "Retirement" means the termination, other than at death, of a
Participant's or Vested Former Participant's employment with the
Corporation or an Affiliate (i) after reaching age 55 and completing
ten years of Credited Service, or (ii) immediately following the
cessation of the payment of Disability Benefits under the Plan to
such Participant or Vested Former Participant while he is still
disabled, as such term is defined under the Basic Disability Plan.
1.24 "Retirement Benefits" mean the benefits provided to Participants
and Vested Former Participants pursuant to Section 4 of the Plan.
1.25 "Special Election" means an election as to the form
of benefit payment made pursuant to Section 4.6 of the Plan.
1.26 "Surviving Spouse" means the spouse of a deceased Participant
or Vested Former Participant to whom such Participant or Vested Former
Participant is legally married immediately preceding such Participant
or Vested Former Participant's death.
1.27 "Surviving Spouse's Benefits" mean the benefits provided to a
Participant's or Vested Former Participant's Surviving Spouse pursuant
to Section 6 of the Plan.
1.28 "Vested Former Participant" means an employee who completed
five or more years of Credited Service at the time his employment with
the Corporation or an Affiliate terminated or at the time he was
removed, upon written notice by the Chief Executive Officer of the
Corporation and with the approval of the Committee, from further
participation in the Plan.
1.29 The masculine gender, where appearing in the Plan, will be
deemed to include the feminine gender, and the singular may include
the plural, unless the context clearly indicates to the contrary.
SECTION 2
Eligibility and Participation
2.1 All key management and other employees of the Corporation and its
Affiliates who are responsible for the management, growth or
protection of the business of the Corporation and its Affiliates, who
are designated by the Chief Executive Officer of the Corporation as
such, are eligible, upon approval by the Committee, for participation
in the Plan as of the effective date of such designation.
2.2 A Participant may be removed, upon written notice by the Chief
Executive Officer of the Corporation and with the approval of the
Committee, from further participation in the Plan, and as of such date
shall accrue no further benefits under the Plan.
SECTION 3
Eligibility For Benefits
3.1 Each Participant or Vested Former Participant is eligible for an
annual Retirement Benefit under this Plan upon Retirement, or upon
termination of employment with the Corporation before Retirement after
completing five or more years of Credited Service.
3.2 Each Participant is eligible to commence receiving a Disability
Benefit under this Plan upon the actual or deemed commencement of
benefits under the relevant Basic Disability Plan. Notwithstanding
the above, no Participant may receive any Disability Benefit if he
has not previously enrolled for the maximum disability insurance
coverage available under the relevant Basic Disability Plan.
3.3 Notwithstanding any other provision of the Plan to the contrary,
no benefits or no further benefits, as the case may be, shall be paid
to a Participant, Vested Former Participant or Surviving Spouse if the
Committee reasonably determines that such Participant or Vested Former
Participant has:
(I)To the detriment of the Corporation or any Affiliate, directly or
indirectly acquired, without the prior written consent of the
Committee, an interest in any other company, firm, association, or
organization (other than an investment interest of less than 1% in a
publicly-owned company or organization), the business of which is in
direct competition with the business (present or future) of the
Corporation or any of its Affiliates;
(ii) To the detriment of the Corporation or any Affiliate, directly
or indirectly competed with the Corporation or any Affiliate as an
owner, employee, partner, director or contractor of a business, in a
field of business activity in which the Participant or Vested Former
Participant has been primarily engaged on behalf of the Corporation
or any Affiliate or in which he has considerable knowledge as a result
of his employment by the Corporation or any Affiliate, either for his
own benefit or with any person other than the Corporation or any
Affiliate, without the prior written consent of the Committee; or
(iii) Been discharged from employment with the Corporation or any
Affiliate for "Cause." "Cause" shall include the occurrence of any of
the following events or such other dishonest or disloyal act or
omission as the Committee reasonably determines to be "cause":
(a) The Participant or Vested Former Participant has misappropriated
any funds or property of the Corporation or any Affiliate;
(b) The Participant or Vested Former Participant has, without the
prior knowledge or written consent of the Committee, obtained personal
profit as a result of any transaction by a third party with the
Corporation or any Affiliate; or
(c) The Participant or Vested Former Participant has sold or
otherwise imparted to any person, firm, or corporation the names of
the customers of the Corporation or any Affiliate or any confidential
records, data, formulae, specifications and other trade secrets or
other information of value to the Corporation or any Affiliate
derived by his or her association with the Corporation or any
Affiliate.
In any case described in this Section 3.3, the Participant, Vested
Former Participant or Surviving Spouse shall be given prior written
notice that no benefits or no further benefits, as the case may be,
will be paid to such Participant, Vested Former Participant or
Surviving Spouse. Such written notice shall specify the particular
act(s), or failures to act, on the basis of which the decision to
terminate his benefits has been made.
3.4 (a) Notwithstanding any other provision of the Plan to the
contrary, a Participant or Vested Former Participant who receives in a
lump sum any portion of his Retirement Benefit pursuant to an Election
or Special Election shall receive such lump sum portion of his
Retirement Benefit subject to the condition that if such Participant
or Vested Former Participant engages in any of the acts described in
clause (i) or (ii) of Section 3.3, then such Participant or Vested
Former Participant shall within 60 days after written notice by the
Corporation repay to the Corporation the amount described in Section
3.4(b).
(b) The amount described under this Section 3.4(b) shall equal the
amount, as determined by the Committee, of the Participant's or Vested
Former Participant's lump sum benefit paid under this Plan to which
such Participant or Vested Former Participant would not have been
entitled, if such lump sum benefit had instead been payable in the
form of an annuity under this Plan and such annuity payments were
subject to the provisions of Section 3.3.
SECTION 4
Amount and Form of Retirement Benefits
4.1 The Retirement Benefit provided by the Plan is designed to
provide each Participant and Vested Former Participant with an annual
pension from the Plan and certain other sources equal to his
Retirement Benefit as herein after specified. Thus, the Retirement
Benefits described here under as payable to Participants and Vested
Former Participants will be offset by retirement benefits payable from
sources outside the Plan as specified herein.
4.2 (a) The Retirement Benefit of a Participant or Vested Former
Participant shall be an annual benefit equal to 50% of his Average
Final Compensation with respect to his first ten years of Credited
Service, plus 2% of such earnings for each of his next five years of
Credited Service, inclusive of his Other Retirement Income and his
Basic Plan Benefit. If such a Participant or Vested Former
Participant retires before age 60 without the Corporation's consent,
his Retirement Benefit shall be reduced by 3% for each year or
fraction thereof his Retirement commenced prior to his reaching age
60.
(b) Any portion of the Retirement Benefit provided under this Section
4.2 payable in the form of an annuity pursuant to Section 4.4 shall be
payable in monthly installments and will commence on the first day of
the calendar month coinciding with or next following the day the
Participant or Vested Former Participant retires, and any portion of
such Retirement Benefit payable in a lump sum pursuant to Section 4.4
shall be paid on the date that is sixty days after the date when
annuity payments under this Section 4.2 commence, or would commence if
any portion of the Retirement Benefit were payable in the form of an
annuity, or as soon as practicable thereafter, provided the Committee
has approved any such payments.
4.3 (a) Subject to Section 4.3(c), the Retirement Benefit of a
Participant or Vested Former Participant who terminates employment
with the Corporation with five or more years of Credited Service
before he is eligible to retire under the relevant Basic Plan shall be
an annual benefit equal to 25% of his Average Final Compensation for
his first five years of Credited Service, plus 5% of such earnings for
each additional year of Credited Service between six and ten years of
Credited Service and 2% for each additional year of Credited Service
from 11 to 15 years, inclusive of his Other Retirement Income and his
Basic Plan Benefit.
(b)Any portion of the Retirement Benefit provided under this Section
4.3 payable in the form of an annuity pursuant to Section 4.4 shall be
payable in monthly installments and will commence on the first day of
the calendar month coinciding with or next following the day the
Participant or Vested Former Participant reaches age 55 or the date
of his termination, if later, and any portion of such Retirement
Benefit payable in a lump sum pursuant to Section 4.4 shall be paid on
the date that is 60 days after the date when annuity payments under
this Section 4.3 commence, or would commence if any portion of the
Retirement Benefit were payable in the form of an annuity, or as soon
as practicable thereafter, provided the Committee has approved any
such payments.
(c) If a Participant or Vested Former Participant terminates
employment with the Corporation without the Corporation's consent,
and the payment of his Retirement Benefit commences, or would commence
if it were payable in the form of an annuity, before he reaches age
60, his Retirement Benefit shall be reduced by 10% for each year or
fraction thereof that the payment of his Retirement Benefit commences,
or would commence if it were payable in the form of an annuity, prior
to his reaching age 60.
4.4 (a) Except as provided under Section 4.4(b) or Section 4.4(c), a
Retirement Benefit under this Plan shall be payable to a Participant
or Vested Former Participant in the form of a straight life annuity
and without regard to any optional form of benefits elected under the
Basic Plan.
(b) If a Participant or a Vested Former Participant has made an
Election while he was a Participant pursuant to Section 4.5 or a
Special Election pursuant to Section 4.6 and such Election or Special
Election becomes effective (i) prior to the date such Participant or
such Vested Former Participant retires or terminates employment with
the Corporation or an Affiliate and (ii) while he was still a
Participant, a Retirement Benefit under this Plan shall be payable to
such Participant or such Vested Former Participant in the form or
combination of forms of payment elected pursuant to such Election or
Special Election under Section 4.5 or Section 4.6, as the case may be,
and without regard to any optional form of benefits elected under the
Basic Plan. Any lump sum distribution of a Participant's or Vested
Former Participant's Retirement Benefit under the Plan shall fully
satisfy all present and future Plan liability with respect to such
Participant or Vested Former Participant for such portion or all of
such Retirement Benefit so distributed.
(c) Notwithstanding any Election or Special Election made under
Section 4.5 or 4.6, if the lump sum value, determined in the same
manner as provided under Section 4.5(a), of a Participant's or Vested
Former Participant's Retirement Benefit is $10,000 or less at the time
such Retirement Benefit is payable under this Plan, such benefit shall
be payable as a lump sum.
(d) If the Retirement Benefit under this Plan is payable to a
Participant or Vested Former Participant in a different form and/or at
a different time than his Other Retirement Income or his Basic Plan
Benefits, the offset provided in this Plan for such Participant's or
Vested Former Participant's Other Retirement Income and Basic Plan
Benefit shall be converted, using actuarial assumptions that are
reasonable and appropriate and in accordance with applicable law at
the time the annuity under this Plan is determined, to the extent
required as follows, but solely for purposes of calculating the amount
of such offset:
(i) a percentage of the benefits to be offset equal to the percentage
of such Participant's or Vested Former Participant's benefits payable
in the form of an annuity under this Plan shall be actuarially
converted to the extent required into the form of a straight life
annuity, commencing at the time such benefits payable under this Plan
commence or on the date such Participant or Vested Former Participant
would first become eligible for the payment of such benefits under
this Plan, if earlier; and
(ii) the balance, if any, of the benefits to be offset shall be
actuarially converted to a lump sum payment payable on the date which
is 60 days after the date described in Section 4.4(d)(i).
4.5 (a) A Participant may elect, on a form supplied by the Committee,
to receive all, none, or a specified portion, as provided in Section
4.5(c), of his Retirement Benefit under the Plan in a lump sum and to
receive any balance of such Retirement Benefit in the form of an
annuity; provided that any such Election shall be effective for
purposes of this Plan only if the conditions of Section 4.5(b) are
satisfied. A Participant may elect a payment form different than the
payment form previously elected by him under this Section 4.5(a) by
filing a revised election form; provided that any such new Election
shall be effective only if the conditions of Section 4.5(b) are
satisfied with respect to such new Election. Any prior Election made
by a Participant that has satisfied the conditions of Section 4.5(b)
remains effective for purposes of the Plan until such Participant has
made a new Election satisfying the conditions of Section 4.5(b). The
amount of any portion of a Participant's or a Vested Former
Participant's Retirement Benefit payable as a lump sum under this
Section 4.5 will equal the present value of such portion of the
Retirement Benefit, and such present value shall be determined (i)
based on a discount rate equal to the average of 85% of the 15-year
non-callable U.S. Treasury bond yields as of the close of business on
the last business day of each of the three months immediately
preceding the date the annuity value is determined and (ii) using the
1983 Group Annuity Mortality Table.
(b) A Participant's Election under Section 4.5(a) becomes effective
only if the following conditions are satisfied: (i) such Participant
remains in the employment of the Corporation or an Affiliate, as the
case may be, for the full twelve calendar months immediately following
the Election Date of such Election, except in case of death or
disability of such Participant as provided in Section 4.5(d) and (ii)
such Participant complies with the administrative procedures set forth
by the Committee with respect to the making of the Election.
(c) A Participant making an election under Section 4.5(a)
may specify the portion of his Retirement Benefit under the Plan to be
received in a lump sum as follows: 0 percent, 25 percent, 50 percent,
75 percent or 100 percent.
(d) In the event a Participant who has made an Election pursuant to
Section 4.5(a) dies or becomes totally and permanently disabled for
purposes of the relevant Basic Disability Plan while employed by the
Corporation or an Affiliate and such death or total and permanent
disability occurs during the twelve-calendar-month period, as
described under Section 4.5(b)(i), immediately following the Election
Date of such Election, the condition under Section 4.5(b)(i) shall be
deemed satisfied with respect to such Participant.
4.6 (a) Any Participant (except the Chairman of the Board of
Directors of the Corporation on December 21, 1994) who as of December
31, 1994 (i) is age 54 or older and (ii) has at least 4 years of
Credited Service may elect, on a form supplied by the Committee, to
receive all, none, or a specified portion, in the same percentages as
described in Section 4.5(c), of his Retirement Benefit under the Plan
in a lump sum and to receive any balance of such Retirement Benefit in
the form of an annuity; provided that any such Special Election shall
be effective for purposes of this Plan only if such Participant
remains in employment with the Corporation or an Affiliate, as the
case may be, for the one calendar month immediately following the
Election Date, except in the case of death or total and permanent
disability as provided in Section 4.6(b), and complies with the
administrative procedures set forth by the Committee for making such
Special Election; and provided further that the Election Date with
respect to any such Special Election is not later than January 31,
1995. The amount of any portion of a Participant's or a Vested Former
Participant's Retirement Benefit payable as a lump sum under this
Section 4.6 will equal the present value of such portion of the
Retirement Benefit, and such present value shall be determined (i)
based on a discount rate equal to the average of 85% of the 15-year
non-callable U.S. Treasury bond yields as of the close of business on
the last business day of each of the three months immediately
preceding the date the annuity value is determined and (ii) using the
1993 Group Annuity Mortality Table.
(b) In the event a Participant who has made a Special Election
pursuant to Section 4.6(a) dies or becomes totally and permanently
disabled for purposes of the relevant Basic Disability Plan while
employed by the Corporation or an Affiliate and such death or total
and permanent disability occurs during the one-calendar-month-period,
as described under Section 4.6(a), immediately following the Election
Date of such Special Election, the condition under Section 4.6(a)
requiring that such Participant remain employed with the Corporation
or an Affiliate, as the case may be, for the one-calendar-month period
immediately following the Election Date of such Election shall be
deemed satisfied.
4.7 Subject to Section 3.3, Section 3.4 and the foregoing limitations
of this Section 4, the Retirement Benefit of each Participant and
Vested Former Participant under the Plan shall at all times be 100%
vested and nonforfeitable.
4.8 (a) Subject to Section 4.8(c), the Corporation shall indemnify
each Participant, Vested Former Participant and Surviving Spouse who
receives any portion of a Retirement Benefit or Surviving Spouse's
Benefit under this Plan in the form of an annuity for any interest and
penalties that may be assessed by the U.S. Internal Revenue Service
(the "Service") with respect to U.S. Federal income tax on such
benefits (payable under the Plan in the form of an annuity) upon final
settlement or judgment with respect to any such assessment in favor of
the Service, provided the basis for the assessment is that the
amendment of the Plan to provide for the Election or the Special
Election causes the Participant, Vested Former Participant or
Surviving Spouse, as the case may be, to be treated as being in
constructive receipt of such benefits prior to the time when such
benefits are actually payable under the Plan.
(b) In case any assessment shall be made against a Participant, Vested
Former Participant or Surviving Spouse as described in Section 4.8(a),
such Participant, Vested Former Participant or Surviving Spouse, as
the case may be (the "indemnified party"), shall promptly notify the
Corporation's Treasurer in writing and the Corporation, upon request
of such indemnified party, shall select and retain an accountant or
legal counsel reasonably satisfactory to the indemnified party to
represent the indemnified party in connection with such assessment and
shall pay the fees and expenses of such an accountant or legal counsel
related to such representation, and the Corporation shall have the
right to determine how and when such assessment by the Service should
be settled, litigated or appealed. In connection with any such
assessment, any indemnified party shall have the right to retain his
own accountant or legal counsel, but the fees and expenses of such
accountant or legal counsel shall be at the expense of such
indemnified party unless the Corporation and the indemnified party
shall have mutually agreed to the retention of such accountant or
legal counsel.
(c) The Corporation shall not be liable for any payments under this
Section 4.8 with respect to any assessment described in Section 4.8(a)
if a Participant, Vested Former Participant or Surviving Spouse
against whom such assessment is made has not notified or allowed the
Corporation to participate with respect to such assessment in the
manner described in Section 4.8(b) or, following demand by the
Corporation, has not made the deposit to avoid additional interest or
penalties as described in Section 4.8(d) or has agreed to, or
otherwise settled with the Service with respect to, such assessment
without the Corporation's written consent, provided, however, (i) if
such assessment is settled with such consent or if there is a final
judgment for the Service, (ii) the Corporation has been notified and
allowed to participate in the manner as provided in Section 4.8(b) and
(iii) such Participant, Vested Former Participant or Surviving Spouse
has made any required deposit to avoid additional interest or penalty
as described in Section 4.8(d), the Corporation agrees to indemnify
the indemnified party to the extent set forth in this Section 4.8.
(d) In the event a final settlement or judgment with respect to an
assessment as described under Section 4.8 has been made against a
Participant, Vested Former Participant or Surviving Spouse, such
Participant, Vested Former Participant or Surviving Spouse may elect
to receive a portion or all of his Retirement Benefit or Surviving
Spouse's Benefit that is otherwise payable as an annuity under the
Plan in the form of a lump sum in accordance with procedures as the
Committee may set forth, and such lump sum distribution will be made
as soon as practicable after any such election. At the time such
assessment is made against such Participant, Vested Former Participant
or Surviving Spouse (the "assessed party") and prior to any final
settlement or judgement with respect to such assessment, if so
directed by the Corporation, such assessed party shall, as a condition
to receiving any indemnity under this Section 4.8, as soon as
practicable after notification of such assessment make a deposit with
the Service to avoid any additional interest or penalties with respect
to such assessment and, upon the request of such assessed party, the
Corporation shall lend, or arrange for the lending to, such assessed
party a portion of his remaining Retirement Benefit or Surviving
Spouse's Benefit under the Plan, not to exceed the lump sum value of
such benefit under the Plan, determined using the actuarial
assumptions set forth in Section 4.5(a), solely for purposes of
providing the assessed party with funds to make a deposit with the
Service to avoid any additional interest or penalties with respect to
such assessment.
SECTION 5
Disability Benefits
5.1The Disability Benefit provided by the Plan is designed to provide
each Participant with a disability benefit from the Plan and certain
other sources equal to his Disability Benefit as hereinafter
specified. Thus, Disability Benefits described hereunder as payable
to Participants will be offset by disability benefits payable from
sources outside the Plan (other than benefits payable under the
relevant Basic Disability Plan) as specified herein.
5.2In the event that a Participant has become totally and permanently
disabled for the purposes of the relevant Basic Disability Plan, an
annual Disability Benefit shall be payable in monthly installments
under this Plan during the same period as disability benefits are
actually or deemed paid by the relevant Basic Disability Plan, in an
amount equal to 60% of the Participant's Basic Earnings. Such
Disability Benefit shall be offset by the Participant's Other
Disability Income, if any. A Participant's Disability Benefits shall
also be offset by the Participant's Basic Plan Benefit, if the
Participant's Basic Disability Plan Benefit does not already include
such an offset.
SECTION 6
Surviving Spouse's Benefits
6.1 Upon the death of a Participant or Vested Former Participant,
while employed by the Corporation or an Affiliate, who has completed
at least ten years of Credited Service with the Corporation or an
Affiliate and has attained age 55, his Surviving Spouse will be
entitled to a Surviving Spouse's Benefit under this Plan equal to 50%
of the Retirement Benefit that would have been provided from the Plan
had the Participant or Vested Former Participant retired from the
Corporation or an Affiliate with the Corporation's consent, on the
date of his death.
6.2 Upon the death of a Participant or Vested Former Participant,
while employed by the Corporation or an Affiliate, who has completed
at least five years of Credited Service with the Corporation or an
Affiliate and has not attained age 55, his Surviving Spouse will be
entitled to a Surviving Spouse's Benefit under this Plan equal to 50%
of the Retirement Benefit that would have been provided from the Plan
had the Participant or Vested Former Participant terminated employment
with the Corporation or an Affiliate on the date of his death with the
Corporation's consent, and elected to have the payment of his Basic
Plan Benefit commence at age 55 in the form of a straight life
annuity.
6.3 Upon the death of a Vested Former Participant while no longer
employed by the Corporation or an Affiliate, who has not attained age
55, his Surviving Spouse will be entitled to a Surviving Spouses's
Benefit under this Plan equal to 50% of the Retirement Benefit that
would have been provided from the Plan to the Vested Former
Participant at age 55, taking into account whether the Corporation
consented to the termination.
6.4 Upon the death of a Participant or Vested Former Participant,
while employed by the Corporation or an Affiliate, who has completed
at least five, but less than ten, years of Credited Service with the
Corporation or an Affiliate and has attained age 55, his Surviving
Spouse will be entitled to a Surviving Spouse's Benefit under this
Plan equal to 50% of the Retirement Benefit that would have been
provided from the Plan had the Participant or Vested Former
Participant terminated employment with the Corporation or an Affiliate
on the date of his death with the Corporation's consent and his Basic
Plan Benefit commenced immediately in the form of a straight life
annuity.
6.5 Upon the death of a Vested Former Participant while he is
receiving Retirement Benefits, his Surviving Spouse shall receive a
Surviving Spouse's Benefit equal to 50% of the Retirement Benefit he
was receiving at the time of his death.
6.6 Except as provided in Section 6.8, the Surviving Spouse's Benefit
provided under Sections 6.1, 6.4 and 6.5 will be payable monthly, will
commence on the first day of the month coincident with or next
following the month in which the Participant or Vested Former
Participant dies, and will continue until the first day of the month
in which the Surviving Spouse dies.
6.7 Except as provided in Section 6.8, the Surviving Spouse's Benefit
provided under Sections 6.2 and 6.3 will be payable monthly, will
commence on the first day of the month coincident with or next
following the month in which the Participant or Vested Former
Participant would have attained age 55 and will continue until the
first day of the month in which the Surviving Spouse dies.
6.8 (a) If a Participant or a Vested Former Participant while he was a
Participant has made an Election under Section 4.5 or a Special
Election under Section 4.6 and such Election or Special Election is
effective on the date of such Participant's or Vested Former
Participant's death, the Surviving Spouse's Benefit payable to a
Surviving Spouse of such Participant or Vested Former Participant will
be payable in the form or combination of forms of payment so elected
by such Participant or Vested Former Participant pursuant to such
Election or Special Election. The amount of any lump sum payment
under this Section 6.8 shall be the present value of the applicable
portion of the Surviving Spouse's Benefit payable under the Plan, and
such present value shall be determined using the actuarial assumptions
set forth in Section 4.5(a). Any lump sum distribution of a Surviving
Spouse's Surviving Spouse's Benefit under the Plan shall fully satisfy
all present and future Plan liability with respect to such Surviving
Spouse for such portion or all of such Surviving Spouse's Benefit so
distributed.
(b) Notwithstanding any Election or Special Election made under
Section 4.5 or 4.6, if the lump sum value, determined in the same
manner as provided under Section 4.5(a), of a Surviving Spouse's
Benefit is $10,000 or less at the time such Surviving Spouse's Benefit
is payable under this Plan, such benefit shall be payable as a lump
sum.
(c) Any portion of a Surviving Spouse's Benefit provided under Section
6.1, 6.4 and 6.5 which is payable as an annuity shall be paid in the
manner and at such time as set forth in Section 6.6, and any such
benefit which is payable as a lump sum shall be paid 60 days after the
date when annuity payments commence, or would commence if any portion
of such Surviving Spouse's Benefit were payable as an annuity as set
forth in Section 6.6.
(d) Any portion of a Surviving Spouse's Benefit provided under
Section 6.2 and 6.3 which is payable as an annuity shall be paid in
the manner and at such time as set forth in Section 6.7, and any such
benefit which is payable as a lump sum shall be paid 60 days after the
date when annuity payments commence, or would commence if any portion
of such Surviving Spouse's Benefit were payable as an annuity, as set
forth in Section 6.7.
6.9 Notwithstanding the foregoing provisions of Section 6, the amount
of a Surviving Spouse's Benefit shall be reduced by one percentage
point for each year (including a half year or more as a full year) in
excess of ten that the age of the Participant or Vested Former
Participant exceeds the age of the Surviving Spouse.
SECTION 7
Committee
7.1 The Committee shall be responsible for the administration of the
Plan and may delegate to any management committee, employee, director
or agent its responsibility to perform any act hereunder, including
without limitation those matters involving the exercise of discretion,
provided that such delegation shall be subject to revocation at any
time at its discretion. The Committee shall have the authority to
interpret the provisions of the Plan and construe all of its terms, to
adopt, amend, and rescind rules and regulations for the administration
of the Plan, and generally to conduct and administer the Plan and to
make all determinations in connection with the Plan as may be
necessary or advisable, other than those determinations delegated to
management employees or independent third parties by the Board. All
such actions of the Committee shall be conclusive and binding upon all
Participants, Former Participants, Vested Former Participants and
Surviving Spouses.
SECTION 8
Miscellaneous
8.1 The Board may, in its sole discretion, terminate, suspend or
amend this Plan at any time or from time to time, in whole or in part.
However, no termination, suspension or amendment of the Plan may
adversely affect a Participant's or Vested Former Participant's
vested benefit under the Plan, or a retired Participant's or Vested
Former Participant's right or the right of a Surviving Spouse to
receive or to continue to receive a benefit in accordance with the
Plan as in effect on the date immediately preceding the date of such
termination, suspension or amendment.
8.2 Nothing contained herein will confer upon any Participant, Former
Participant or Vested Former Participant the right to be retained in
the service of the Corporation or any Affiliate, nor will it interfere
with the right of the Corporation or any Affiliate to discharge or
otherwise deal with Participants, Former Participants or Vested Former
Participants with respect to matters of employment without regard to
the existence of the Plan.
8.3 Notwithstanding anything herein to the contrary, at any time
following the termination of service of a Participant or Vested Former
Participant, the Committee may authorize, under uniform rules
applicable to all Participants, Vested Former Participants and
Surviving Spouses under the Plan, a lump sum distribution of a
Participant's, Vested Former Participant's and/or Surviving Spouse's
Retirement Benefit or Surviving Spouse's Benefit under the Plan in an
amount equal to the present value of such Retirement Benefit or
Surviving Spouse's Benefit, using the actuarial assumptions then in
use for funding purposes under the Master Retirement Plan of The Dun &
Bradstreet Corporation, in full satisfaction of all present and future
Plan liability with respect to such Participant, Vested Former
Participant and/or Surviving Spouse, if the amount of such present
value is less than $250,000. Such lump sum distribution may be made
without the consent of the Participant, Vested Former Participant or
Surviving Spouse.
8.4 (a) Notwithstanding anything in this Plan to the contrary, if a
Participant has less than five years of Credited Service at the time
of a Change in Control, and as a result of the Change in Control, and
before he completes five years of Credited Service, (i) the Plan is
terminated, (ii) the Participant is removed from further
participation in the Plan, or (iii) the Participant is terminated as
a result of action initiated directly or indirectly by the Corporation
or any Affiliate, such Participant shall be entitled to a Benefit of
25% of his Average Final Compensation and the Corporation will remain
obligated to pay all benefits under the Plan.
(b)Notwithstanding anything in this Plan to the contrary, upon the
occurrence of a Change in Control, (i) no reduction shall be made in a
Participant's or Vested Former Participant's Retirement Benefit,
notwithstanding his termination of employment or Retirement prior to
age 60 without the Corporation's consent, (ii) the provisions of
Section 3.3(i) and (ii) shall not apply to any Participant, Vested
Former Participant or Surviving Spouse, (iii) each Participant and
Vested Former Participant already receiving a Retirement Benefit under
the Plan shall receive a lump sum distribution of his unpaid
Retirement Benefit and, if he is married, his Surviving Spouse's
Benefit under the Plan within 30 days of the Change in Control in an
amount equal to the present value of such Retirement Benefit and
Surviving Spouse's Benefit in full satisfaction of all present and
future Plan liability with respect to such Participant, Vested Former
Participant and Surviving Spouse, if any, and each Surviving Spouse
already receiving a Surviving Spouse's Benefit under the Plan shall
receive a lump sum distribution of his unpaid Surviving Spouse's
Benefit at the same time in an amount equal to the present value of
such Surviving Spouse's Benefit in full satisfaction of Plan liability
to such Surviving Spouse, (iv) each Vested Former Participant who is
not already receiving a Retirement Benefit under the Plan shall
receive a lump sum distribution of his unpaid Retirement Benefit and,
if he is married, his Surviving Spouse's Benefit within 30 days of the
Change in Control in an amount equal to the present value of such
Retirement Benefit and Surviving Spouse's Benefit, and each Surviving
Spouse of either a Vested Former Participant or a Participant with
five or more years of Credited Service who is not already receiving a
Surviving Spouse's Benefit under the Plan shall receive a lump sum
distribution of his unpaid Surviving Spouse's Benefit at the same time
in an amount equal to the present value of such Surviving Spouse's
Benefit, (v) each Participant with less than five years of Credited
Service who is entitled to a benefit under Section 8.4(a) shall
receive a lump sum distribution of the present value of such
Retirement Benefit within 30 days from the earlier of the date the
Plan is terminated, the date he is removed from further participation
in the Plan, or the date his employment with the Corporation is
terminated, and of his Surviving Spouse's Benefit based upon the
amount of such Retirement Benefit if he is married on the applicable
date, and (vi) each Participant who is not included in (v) above and
who is not already receiving a Retirement Benefit under the Plan shall
receive (a) within 30 days of the later to occur of the date of such
Change in Control or the date he completes five years of Credited
Service a lump sum distribution of the present value of his accrued
Retirement Benefit under the Plan as of the applicable date and, if he
is married on such date, the present value of his Surviving Spouse's
Benefit, and (b) within 30 days from the earliest of the date of his
Retirement or termination of employment with the Corporation, the date
the Plan is terminated or the date he is removed from further
participation in the Plan, a lump sum distribution of the present
value of his additional Retirement Benefit accrued after the
applicable event in (a) computed as of the applicable date herein set
forth in (b) and, if he is married on such applicable date, the
present value of his surviving Spouse's Benefit. In determining the
amount of the lump sum distributions to be paid under this Section
8.4, the following actuarial assumptions shall be used: (i) the
interest rate used shall be the interest rate used by the Pension
Benefit Guaranty Corporation for determining the value of immediate
annuities as of January lst of either the year of the occurrence of
the Change in Control or the participant's retirement or termination
of employment, whichever is applicable, (ii) the 1983 Group Annuity
Mortality Table shall be used; and (iii) it shall be assumed that all
participants retired or terminated employment with the Corporation on
the date of the occurrence of the Change in Control and with the
Corporation's consent for purposes of determining the amount of the
lump sum distribution to be paid upon the occurrence of the Change in
Control.
8.5 The Plan is unfunded, and the Corporation will make Plan benefit
payments solely on a current disbursement basis, provided, however,
that the Corporation reserves the right to purchase insurance
contracts, which may or may not be in the name of a Participant or
Vested Former Participant, or establish one or more trusts to provide
alternative sources of benefit payments under this Plan, provided,
further, however, that upon the occurrence of a "Potential Change in
Control" the appropriate officers of the Corporation are authorized to
make such contributions to such trust or trusts as are necessary to
fund the lump sum distributions to Plan participants required pursuant
to Section 8.4 of this Plan in the event of a Change in Control. In
determining the amount of the necessary contribution to the trust or
trusts in the event of a Potential Change in Control, the following
actuarial assumptions shall be used: (i) the interest rate used shall
be the interest rate used by the Pension Benefit Guaranty Corporation
for determining the value of immediate annuities as of January 1st of
the year of the occurrence of the Potential Change in Control, (ii)
the 1983 Group Annuity Mortality Table shall be used; and (iii) it
shall be assumed that all participants will retire or terminate
employment with the Corporation as soon as practicable after the
occurrence of the Potential Change in Control and with the
Corporation's consent. The existence of any such insurance contracts,
trust or trusts shall not relieve the Corporation of any liability to
make benefit payments under this Plan, but to the extent any benefit
payments are made from any such insurance contract in the name of the
Corporation or any Affiliate or from any such trust, such payment
shall be in satisfaction of and shall reduce the Corporation's
liabilities under this Plan. Further, in the event of the
Corporation's bankruptcy or insolvency, all benefits accrued under
this Plan shall immediately become due and payable in a lump sum and
all Participants, Vested Former Participants and Surviving Spouses
shall be entitled to share in the Corporation's assets in the same
manner and to the same extent as general unsecured creditors of the
Corporation.
8.6 If any dispute arises under the Plan between the Corporation and
a Participant, Former Participant, Vested Former Participant or
Surviving Spouse (collectively or individually referred to as
"Participant" in this Section 8.6) as to the amount or timing of any
benefit payable under the Plan or as to the persons entitled thereto,
such dispute shall be resolved by binding arbitration proceedings
initiated by either party to the dispute in accordance with the rules
of the American Arbitration Association and the results of such
proceedings shall be conclusive on both parties and shall not be
subject to judicial review. If the disputed benefits involve the
benefits of a Participant who is no longer employed by the Corporation
or any Affiliate, the Corporation shall pay or continue to pay the
benefits claimed by the Participant until the results of the
arbitration proceedings are determined unless such claim is patently
without merit; provided, however, that if the results of the
arbitration proceedings are adverse to the Participant, then in such
event the recipient of the benefits shall be obligated to repay the
excess benefits to the Corporation. The Corporation expressly
acknowledges that the amounts payable under the Plan are necessary to
the livelihood of Participants and their family members and that any
refusal or neglect to pay benefits under the preceding sentence prior
to the resolution of any dispute shall be prima facie evidence of bad
faith on its part and will be conclusive grounds for an arbitration
award resulting in an immediate lump sum payment to the Participant,
of the Participant's benefits under the Plan then due and payable to
him, unless the arbitrator determines that the claim for the disputed
benefits was without merit. The amount of such lump sum payment shall
be equal to the then actuarial value of such benefits calculated by
utilizing the actuarial assumptions then in use for funding purposes
under the Master Retirement Plan of the Dun & Bradstreet Corporation.
In addition, in the event of any dispute covered by this Section 8.6
the Corporation agrees to pay the entire costs of any arbitration
proceeding or legal proceeding brought hereunder, including the fees
and expenses of counsel and pension experts engaged by a Participant
and that such expenses shall be reimbursed promptly upon evidence that
such expenses have been incurred without awaiting the outcome of the
arbitration proceedings; provided, however, that such costs and
expenses shall be repaid to the Corporation by the recipient of same
if it is finally determined by the arbitrators that the position taken
by such person was without merit.
8.7 To the maximum extent permitted by law, no benefit under the Plan
shall be assignable or subject in any manner to alienation, sale,
transfer, claims of creditors, pledge, attachment or encumbrances of
any kind.
8.8 The Corporation may withhold from any benefit under the Plan an
amount sufficient to satisfy its tax withholding obligations.
8.9 The Plan is established under and will be construed according to
the laws of the State of New York.
G-1
??(..continued)
EXHIBIT-H
March 6, 1995
Mr. Charles W. Moritz
Chairman
The Dun & Bradstreet Corporation
187 Danbury Road
Wilton, CT 06897
Dear Charlie:
The purpose of this letter agreement is to confirm the following terms
and conditions of your post-retirement consulting agreement with The
Dun & Bradstreet Corporation (the "Company") and to document certain
other mutual understandings:
(1) Effective March 31, 1995 you will resign as Chairman and as
a member of the Company's Board of Directors. On that date your
Change-in-Control Severance agreement with the Company shall also
terminate. Effective April 1, 1995 you will retire under the
provisions of the Retirement Plan, the Pension Benefit Equalization
Plan and the Supplemental Executive Benefit Plan (SEBP). For the
purpose of determining benefits under the SEBP, you will be deemed to
have terminated your employment with the consent of the Company.
From April 1, 1995 forward, you and your spouse will receive all
post-retirement benefits normally provided to retired employees under
the provisions of the Company's group medical, dental and life
insurance plans.
(2) Prior to March 31, 1995, you will receive a pro-rata 1995
bonus award in the amount of $180,000. Subsequent to March 31,
1995, you will not be eligible for any additional bonus awards or
any stock option, performance unit or restricted stock grants. Stock
option, performance unit and restricted stock grants issued to you
prior to March 31, 1995 shall vest, become exercisable or become
payable in accordance with the provisions of the respective Stock
Option, Performance Unit and Restricted Stock plans, except that
the performance unit award which you will receive in February 1996
for the 1993 - 1995 performance cycle shall include a 50% cash award
in lieu of a 50% matching restricted stock grant.
(3) In return for your agreement to be reasonably available during
the period April 1,1995 through March 31,1997 to consult with the
Board of Directors and the Chief Executive Officer of the Company,
and to perform such mutually agreed to services for
and on behalf of the Company as shall be requested of you from time
to time, you shall receive an annual retainer of 250,000. Retainer
payments shall be made in eight equal quarterly installments. The
Company will also reimburse you for reasonable travel, entertainment
and out-of-pocket expenses in connection with requested consulting
activities on behalf of the Company, as well as provide appropriate
secretarial and administrative support services necessary for you to
carry out your duties.
(4) Prior to April 1, 1998 you will not become a stockholder
(unless such stock is listed on a national securities exchange or
traded daily in the over-the-counter market), employee, officer,
director or consultant of or to a corporation, partnership or other
business or firm which competes directly or indirectly with any of
the businesses owned or operated by the Company. These restrictions
shall apply whether or not you accept any form of compensation from
a competing entity.
(5) In the event of your death prior to the payment of all monies
specified in paragraphs (2) and (3) of this agreement, the Company
will make, or cause to be made, all remaining payments to your
surviving spouse or to your estate in the event that your spouse
pre-deceases you.
* * *
This agreement has been reviewed and approved by Jim Peterson,
Chairman of the Executive Compensation and Stock Option Committee,
on behalf of the Board of Directors. To indicate your understanding
and acceptance of the terms and conditions contained herein, please
sign, date and return two originals to Earl H. Doppelt, Senior Vice
President and General Counsel.
Sincerely,
/s/ Robert E. Weissman
REW:dgh
cc: James R. Peterson
Earl H. Doppelt
/s/ C.W. Moritz 3/6/95
_________________ _________
Charles W. Moritz Date
H-1
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0
0
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</TABLE>
