SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
-------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 1-7155
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2740040
(State of Incorporation) (I.R.S. Employer Identification No.)
187 Danbury Road, Wilton, CT 06897
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 834-4200
--------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Shares Outstanding
Title of Class at July 31, 1995
- --------------- -----------------
Common Stock,
par value $1 per share 169,464,462
<PAGE>
THE DUN & BRADSTREET CORPORATION
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
- ----------------------------- ------
Item 1. Financial Statements
Condensed Consolidated Statement of Income (Unaudited)
Three Months Ended June 30, 1995 and 1994 3
Six Months Ended June 30, 1995 and 1994 4
Condensed Consolidated Statement of Cash Flows (Unaudited)
Six Months Ended June 30, 1995 and 1994 5
Condensed Consolidated Statement of Financial Position (Unaudited)
June 30, 1995 and December 31, 1994 6
Notes to Condensed Consolidated Financial
Statements (Unaudited) 7-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
- ----------------------------
Item 4. Submission of Matters to a Vote of Security Holders 12-13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
- -----------------------------
Item I. FINANCIAL STATEMENTS
THE DUN & BRADSTREET CORPORATION
Condensed Consolidated Statement of Income (Unaudited)
(In millions except per share amounts)
<CAPTION>
Three Months Ended
June 30
________________________
1995 1994
________________________
<S> <C> <C>
Operating Revenue $1,307.4 $1,184.7
Operating Costs, Selling and
Administrative Expenses 1,087.4 970.6
________ ________
Operating Income 220.0 214.1
Interest Expense - Net (5.3) (3.9)
Other Expense - Net (12.6) (8.3)
________ ________
Non-Operating Expense - Net (17.9) (12.2)
Income Before Provision for Taxes 202.1 201.9
Provision for Income Taxes 56.0 57.3
_______ _______
Net Income $146.1 $144.6
======= =======
Earnings Per Share of Common Stock $0.86 $0.85
======= =======
Dividends Paid Per Share of Common Stock $0.66 $0.65
======= =======
Average Number of Shares Outstanding 169.6 170.1
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</TABLE>
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<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION
Condensed Consolidated Statement of Income (Unaudited)
(In millions except per share amounts)
<CAPTION>
Six Months Ended
June 30
________________________
1995 1994
________________________
<S> <C> <C>
Operating Revenue $2,527.0 $2,283.9
Operating Costs, Selling and
Administrative Expenses 2,134.2 1,910.0
________ ________
Operating Income 392.8 373.9
Interest (Expense) Income - Net (11.8) .1
Other Expense - Net (28.3) (20.3)
________ ________
Non-Operating Expense - Net (40.1) (20.2)
Income Before Provision for Taxes 352.7 353.7
Provision for Income Taxes 97.7 100.4
_______ _______
Net Income $255.0 $253.3
======= =======
Earnings Per Share of Common Stock $1.50 $1.49
======= =======
Dividends Paid Per Share of Common Stock $1.31 $1.26
======= =======
Average Number of Shares Outstanding 169.6 170.1
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
</TABLE>
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<PAGE>
<TABLE>
The Dun & Bradstreet Corporation
Condensed Consolidated Statement
of Cash Flows (Unaudited)
Six Months Ended June 30
1995 1994
(Amounts in millions)
_________________________________________________________________________
<CAPTION>
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $255.0 $253.3
Reconciliation of Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 234.5 202.6
Restructuring Gains from Sale of Business 0.0 (56.3)
Restructuring Provisions 0.0 56.3
Restructuring Payments (56.6) (50.1)
Postemployment Benefit Payments (61.4) (79.4)
Net Decrease in Accounts Receivable 20.7 25.1
Unearned Subscription Income 107.2 89.9
Income Taxes Paid- Net of Refunds (62.4) (104.0)
Net Changes in Other Working Capital Items (12.8) (77.8)
___________________________________________________________________________
Net Cash Provided by Operating Activities 424.2 259.6
___________________________________________________________________________
Cash Flows from Investing Activities:
Payments for Marketable Securities - Net (0.8) (99.4)
Payments for Acquisition of Businesses (excluding cash
and cash equivalents acquired of $.8 in 1994) (4.9) (42.7)
Proceeds from Sale of Businesses 0.0 72.6
Capital Expenditures (142.3) (134.3)
Additions to Computer Software and
Other Intangibles (97.8) (79.6)
Increase in Other Investments and
Notes Receivable (3.0) (22.6)
Other (8.1) 8.2
___________________________________________________________________________
Net Cash Used in Investing Activities (256.9) (297.8)
___________________________________________________________________________
Cash Flows from Financing Activities:
Payment of Dividends (223.5) (214.4)
Payments for Purchase of Treasury Shares (35.4) (44.1)
Net Proceeds from Exercise of Stock Options 13.0 10.4
Increase in U.S. Short-term Borrowings 151.2 257.9
Payment of Alaska Native Corp. Obligations 0.0 (166.2)
Other 21.6 16.5
___________________________________________________________________________
Net Cash Used in Financing Activities (73.1) (139.9)
___________________________________________________________________________
Effect of Exchange Rate Changes on Cash
and Cash Equivalents 20.8 5.9
___________________________________________________________________________
Increase (Decrease) in Cash & Cash Equivalents 115.0 (172.2)
Cash and Cash Equivalents, Beginning of Year 335.4 650.9
___________________________________________________________________________
Cash and Cash Equivalents, End of Period $450.4 $478.7
___________________________________________________________________________
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
-5-
</TABLE>
<PAGE>
<TABLE>
THE DUN & BRADSTREET CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(Amounts in millions)
<CAPTION>
___________________________________________________________________________
June 30 December 31
1995 1994
___________________________________________________________________________
<S> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $450.4 $335.4
Marketable Securities 18.3 26.9
Accounts Receivable - Net 1,261.8 1,256.5
Other Current Assets 404.1 362.2
_______ _______
Total Current Assets 2,134.6 1,981.0
____________________________________________________________________________
Investments
Marketable Securities 132.2 133.1
Other Investments and Notes Receivable 378.8 366.4
_______ _______
Total Investments 511.0 499.5
____________________________________________________________________________
Property, Plant and Equipment - Net 932.3 918.5
____________________________________________________________________________
Other Assets - Net
Deferred Charges 390.3 363.1
Computer Software 351.2 335.9
Other Intangibles 218.2 216.0
Goodwill 1,142.7 1,149.9
_______ _______
Total Other Assets - Net 2,102.4 2,064.9
___________________________________________________________________________
Total Assets $5,680.3 $5,463.9
___________________________________________________________________________
Liabilities and Shareowners' Equity
Current Liabilities
Accounts Payable $ 328.1 $290.2
Short-term Debt 672.9 500.6
Accrued and Other Current Liabilities 1,127.7 1,300.4
Accrued Income Taxes 119.6 95.4
_______ _______
Total Current Liabilities 2,248.3 2,186.6
___________________________________________________________________________
Unearned Subscription Income 399.0 290.3
Postretirement and Postemployment Benefits 475.8 484.9
Deferred Income Taxes 202.7 209.3
Other Liabilities and Minority Interests 991.8 974.2
___________________________________________________________________________
Total Liabilities $4,317.6 $4,145.3
Shareowners' Equity 1,362.7 1,318.6
___________________________________________________________________________
Total Liabilities and Shareowners' Equity $5,680.3 $5,463.9
___________________________________________________________________________
<FN>
See accompanying notes to the condensed consolidated financial statements
(unaudited).
-6-
</TABLE>
<PAGE>
THE DUN & BRADSTREET CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Interim Consolidated Financial Statements
These interim consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and should be read
in conjunction with the consolidated financial statements and related
notes of The Dun & Bradstreet Corporation (the "Company" or "D&B")
1994 Annual Report on Form 10-K. In the opinion of management, all
adjustments (consisting of normal recurring accruals), considered
necessary for a fair presentation of financial position, results of
operations and cash flows at the dates and for the periods presented
have been included. Certain prior-year amounts have been reclassified
to conform with the 1995 presentation.
Note 2 - Financial Instruments with Off-Balance-Sheet Risk
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.
Interest rate swap agreements are entered into primarily as hedges
against variable interest rate exposures. During the first quarter of
1995, the Company executed swap agreements which effectively fixed
interest rates on an additional $100 million of variable rate debt.
As a result, at June 30, 1995, the Company had swap agreements
outstanding to fix interest rates on a total of $400 million of
variable rate debt through fiscal 2004. The weighted average fixed
rate payable under these agreements is 7.07%. The differential
interest to be paid or received under these agreements is included in
interest expense over the life of the debt.
Note 3 - Short-term Borrowing Agreements
The Company maintains short-term borrowing agreements with several
banks. During the second quarter, the Company increased its U.S.
credit lines to $750 million, all of which support a commercial paper
program.
Note 4 - 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 of 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 in 1993 of 8.3 million shares of its common
stock.
-7-
<PAGE>
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 June 30, 1995 and
December 31, 1994 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.
Note 5 - 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 named 17 defendants, including various subsidiaries
and controlling persons of Towers Financial Corporation ("Towers"),
as well as ACI, in addition to a "Broker-Dealer Defendant Class,"
alleged to consist of more than 75 members. The Amended Complaint
was brought by an alleged class of persons who bought promissory
notes issued by Towers between
-8-
<PAGE>
February 15, 1989 and February 9, 1993. It alleged 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 sought
damages from all the defendants in at least that amount, as well as
punitive damages. The Amended Complaint asserted claims against
ACI for negligent misrepresentation, negligence and fraud under
common law and for violations of Section 10(b) (and Rule 10b-5
thereunder) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Amended Complaint alleged 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 alleged 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 (the "Second Amended Complaint"), in which they
asserted a primary liability claim against ACI and others under
Section 10(b) of the Exchange Act, and certain common law claims.
ACI subsequently moved to dismiss the Second Amended Complaint.
On September 2, 1994, while ACI's motion to dismiss remained pending,
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 United States
District Court has granted its preliminary approval to the
settlement, entered an order providing notice to the class
plaintiffs, and will schedule a hearing on the proposed settlement.
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.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations Reported second-quarter revenue increased by
- ---------------------
10.4% to $1,307.4 million from $1,184.7 million a year ago, marking
the second consecutive quarter of sustained accelerated revenue
growth, driven by aggressive investments in new revenue growth
initiatives. Excluding the effects of acquisitions, divestitures
and a weaker U.S. dollar, second-quarter revenue growth was 6%.
Strong reported revenue growth was achieved by A.C. Nielsen, Dun &
Bradstreet Information Services, IMS International, Nielsen Media
Research, Gartner Group and Dataquest. For the second quarter in a
row, both D&B Software and Nielsen U.S. posted modest revenue gains
versus last year.
Excluding Moody's, D&B achieved underlying revenue growth of 7% and
reported growth of 12%.
In the first six months of 1995, reported revenue increased 10.6%
to $2,527.0 million from $2,283.9 million a year ago. Excluding the
effects of acquisitions, divestitures and a weaker U.S. dollar,
first-half revenue for D&B's current portfolio of businesses was up
about 5%.
- -9-
<PAGE>
Earnings per share in the second quarter were $.86, up 1.2% from $.85
- ------------------
per share a year ago, reflecting previously announced plans to
increase investment spending company-wide in 1995 and a significant
cyclical decline at Moody's Investors Service. For the first six
months of 1995, D&B reported earnings per share of $1.50, up 0.7%
from $1.49 per share in the first six months of 1994.
Net income in the second quarter grew 1.1% to $146.1 million from
- ----------
$144.6 million a year ago. First-half net income increased 0.7% to
$255.0 million from $253.3 million in the first half of 1994.
Operating income in the second quarter increased 2.8% to $220.0
- ----------------
million from $214.1 million a year ago. Growth in operating income
was held down by the substantial increase in investment spending on
new revenue initiatives, the decline at Moody's and a decline at
American Credit Indemnity due to a significant increase in
receivable-loss claims related to several major insolvencies.
Operating income in the first six months increased 5.1% to $392.8
million from $373.9 million. First-half operating income included a
one-time $28 million gain reported in the first quarter of 1995,
which was related to the 1991 divestiture of Donnelley Marketing.
Growth in first half operating income was held down by the
substantial increase in investment spending on new revenue
initiatives and the decline at Moody's.
Non-operating expense-net in the second quarter was $17.9 million,
- -------------------------
compared with $12.2 million of expense a year ago. Non-operating
expense-net in the second quarter of 1995 increased, in part, due to
a lower cash position as a result of the use of cash for acquisitions
and past restructuring and severance programs, higher interest rates
paid on increased U.S. short-term borrowings, and higher minority
interest expense related to both Gartner Group's increased income
and to a previously disclosed limited partnership. First half
non-operating expense-net of $40.1 million compared with non-
operating expense-net of $20.2 million a year ago primarily as a
result of the factors noted above.
The Company's tax rate for the first half was 27.7%, compared with
the first half 1994 tax rate of 28.4%.
Business Segment Highlights
- ---------------------------
Marketing Information Services reported a 21.4% increase in
- ------------------------------
second-quarter revenue to $587.4 million from $483.8 million a year
ago. Excluding the impact of a weaker U.S. dollar and acquisitions,
including Survey Research Group (SRG), AGB Australia/New Zealand and
Amfac Chemdata, second-quarter revenue growth for the segment was
about 9%. IMS International reported second-quarter revenue of
$191 million, up 16% on a reported basis and up 8%, excluding the
impact of acquisitions and the dollar. For the full year, the
Company continues to expect IMS' underlying revenue growth to be in
the double-digits, driven by new product roll-outs in the second
half of the year. A.C. Nielsen reported second-quarter revenue of
$329 million, up 28% on a reported basis and up about 8%, excluding
the impact of acquisitions and the dollar. Nielsen Media Research
had strong underlying revenue growth in the second quarter.
-10-
<PAGE>
Risk Management and Business Marketing Information Services
- -----------------------------------------------------------
reported second-quarter revenue growth of 8.7% to $426.1 million
from $392.0 million a year ago. Excluding the impact of a weaker
U.S. dollar and the acquisition of Orefro L'Informazione in Italy,
S&W in France and Novinform in Switzerland, segment revenue increased
by about 4%. Moody's posted a significant decrease in revenue,
principally due to the continued decline in public-debt refundings.
Dun & Bradstreet Information Services reported revenue of $341
million, up 14% from the same year-ago period. Excluding the impact
of acquisitions and the dollar, DBIS's revenue was up 7%. DBIS U.S.
had second-quarter revenue of $183 million, up by about 6% and
fueled in part by strong growth in business marketing services
products. Second-quarter sales of U.S. credit services increased in
the mid-single digits. DBIS Europe's second-quarter revenue increased
by 28% on a reported basis. Excluding the impact of acquisitions
and the dollar, DBIS Europe's revenue increased by 5%.
Software Services reported a 9.2% increase in second-quarter revenue
- -----------------
to $108.2 million from $99.1 million a year ago. Excluding the
impact of the dollar and the acquisition of Pilot Software,
underlying revenue decreased slightly due to a decline at Sales
Technologies. D&B Software's second-quarter 1995 underlying revenue
increased modestly from a year ago. Positive customer response to
D&B Software's new client/server products, a new management team,
an enhanced marketing program and renewed focus on the extensive base
of mainframe customers continues to result in significantly improved
performance.
Directory Information Services reported second-quarter revenue of
- ------------------------------
$89.9 million, down 12.9% from $103.2 million a year ago, due to
changes in commission rates and other contractual arrangements with
telephone companies, as well as timing factors. Excluding the impact
of timing, revenue declined modestly for the quarter. Underlying
second-quarter sales of Directory Information Services yellow pages
directories showed a moderate increase.
Other Business Services reported second-quarter revenue of $95.7
- -----------------------
million down 10.2% from $106.6 million a year ago. Excluding
acquisitions, divestitures and timing factors, segment revenue
increased about 23%. Gartner Group had excellent growth in
second-quarter revenue. Dataquest achieved substantial growth in
second-quarter revenue. Dataquest achieved substantial growth for
the quarter. NCH Promotional Services reported a decrease in
second-quarter revenue, reflecting a decline in worldwide coupon
redemptions and competitive pricing in the industry.
Changes in Financial Condition at June 30, 1995
- -----------------------------------------------
Compared with December 31, 1994
- -------------------------------
Short-term Debt increased to $672.9 million at June 30, 1995 from
- --------------
$500.6 million at December 31, 1994, primarily reflecting increased
U.S. short-term borrowings ($151.2 million).
Unearned Subscription Income increased to $399.0 million at June 30,
- ----------------------------
1995 from $290.3 million at December 31, 1994, reflecting the
cyclical pattern of higher subscription sales in the first quarter.
Condensed Consolidated Statement of Cash Flows
- ----------------------------------------------
Six Months Ended June 30, 1995 and 1994
- ---------------------------------------
Net cash provided by operating activities for the six months ended
June 30, 1995 totaled $424.2 million compared with $259.6 million
for the comparable period in 1994. The increase of
-11-
<PAGE>
$164.6 million included increased deferred revenue ($23.9 million)
at D&B Software (included in net changes in other working capital
items) and a decrease in income taxes paid-net of refunds ($41.6
million).
Net cash used in financing activities for the six months ended
June 30, 1995 totaled $73.1 million compared with $139.9 million
for the comparable period in 1994. The decrease in net cash used
in financing activities primarily reflected the absence of payments
to an Alaska Native Corporation ($166.2 million) partially offset by
lower U.S. short-term borrowings ($106.7 million).
Other
- -----
Regarding 1995, the Company has reaffirmed its expectations for
underlying revenue growth in the mid-single digits, and growth in
earnings per share at or nearly at D&B's underlying topline
Performance. Reported revenue growth for 1995 is expected to be
in the high-single digits.
Subsequent Event
- -----------------
On July 20, 1995 the Company announced that it had entered into a
definitive agreement to sell its Interactive Data Corporation
business to the Financial Times Group of Pearson PLC for a price of
$201 million.
The Company expects the transaction to close in the third quarter of
1995. The transaction will result in a pre-tax gain for D&B of
about $90 million. The Company anticipates taking certain
actions to improve future productivity, the cost of which
will largely offset the $90 million gain. Costs are expected
to include a provision for increased post-employment benefits,
primarily severance, for workforce reductions. Consequently,
the sale and actions together are not expected to have a material
effect on the Company's financial condition or 1995 results
of operations.
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- -------
The Annual Meeting of Shareowners of The Dun & Bradstreet
Corporation was held on April 18, 1995.
The following nominees for director named in the Proxy Statement
dated March 10, 1995 were elected at the Meeting by the votes
indicated.
For Withheld
---- ---------
Clifford L. Alexander, Jr. 144,106,599 1,105,058
Mary Johnston Evans 144,169,037 1,042,620
John R. Meyer 144,116,812 1,094,845
James R. Peterson 144,067,965 1,143,692
The votes in favor of the election of the nominees represent at
least 99.2% of the shares voted for each of the nominees.
-12-
<PAGE>
The proposal to vote upon the Company's Corporate Management
Incentive Plan was approved by the following vote:
For Against Abstain
------ ------- --------
Number of shares 134,236,103 9,884,194 1,091,360
The proposal to vote upon the Company's Key Employees
Performance Unit Plan was approved by the following vote:
For Against Abstain
------ -------- --------
Number of shares 129,645,034 14,520,768 1,045,855
The proposal to amend the Company's 1991 Key Employees Stock
Option Plan was approved by the following vote:
For Against Abstain Non-Votes
Number of shares 115,134,158 17,862,084 1,201,363 1,014,052
The proposal to amend the Company's 1982 Key Employees Stock
Option Plan was approved by the following vote:
For Against Abstain
----- -------- ---------
Number of shares 122,274,371 21,738,343 1,198,943
The proposal to amend the Company's 1989 Key Employees Restricted
Stock Plan was approved by the following vote:
For Against Abstain Non-Votes
--- ------- ------- ----------
Number of shares 111,854,578 21,136,233 1,206,794 11,014,052
The proposal to vote upon The Dun & Bradstreet Corporation
Restricted Stock Plan for Non-Employee Directors was approved by
the following vote:
For Against Abstain Non-Votes
--- ------- ------- ---------
Number of shares 98,960,398 33,391,547 1,845,360 11,014,352
Approval of the appointment of Independent Public Accountants was
approved by the following vote:
For Against Abstain
--- -------- ---------
Number of shares 143,772,697 1,108,014 330,946
The proposal on implementation of the MacBride Principles in
Northern Ireland was defeated by the following vote:
For Against Abstain Non-Votes
--- -------- --------- ---------
Number of shares 17,456,969 105,975,909 10,765,927 11,012,852
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits:
(10) Material Contracts.
(x) Memorandum of Agreement, dated April 13, 1995, between
Registrant and Serge Okun
(27) Financial Data Schedule for the period ended June 30, 1995
(b) Reports on Form 8-K:
None.
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<PAGE>
SIGNATURES
------------
Pursuant to the requirements 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
Date: August 10, 1995 By: /s/EDWIN A. BESCHERER, JR.
---------------------------
Edwin A. Bescherer, Jr.,
Executive Vice President - Finance
and Chief Financial Officer
Date: August 10, 1995 By: /s/THOMAS W. YOUNG
--------------------
Thomas W. Young,
Senior Vice President and Controller
-15-
<PAGE>
Index to Exhibits
Regulation S-K
- --------------
Exhibit Number Page Number
10. Memorandum of Agreement, dated
April 13, 1995, between Registrant and Serge Okun 17
27. Financial Data Schedule (Filed electronically)
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 450,426
<SECURITIES> 18,287
<RECEIVABLES> 1,261,804
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,134,645
<PP&E> 2,019,999
<DEPRECIATION> 1,087,743
<TOTAL-ASSETS> 5,680,279
<CURRENT-LIABILITIES> 2,248,298
<BONDS> 0
<COMMON> 188,417
0
0
<OTHER-SE> 1,174,287
<TOTAL-LIABILITY-AND-EQUITY> 5,680,279
<SALES> 0
<TOTAL-REVENUES> 2,527,058
<CGS> 0
<TOTAL-COSTS> 2,134,194
<OTHER-EXPENSES> 28,326
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,813
<INCOME-PRETAX> 352,725
<INCOME-TAX> 97,705
<INCOME-CONTINUING> 255,020
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 255,020
<EPS-PRIMARY> 1.50
<EPS-DILUTED> 1.50
</TABLE>
<PAGE>
Exhibit 10
MEMORANDUM OF AGREEMENT
THIS AGREEMENT, made by and between Serge Okun, (hereinafter to
referred to as "Okun"), on the one hand, and The Dun & Bradstreet
Corporation, (hereinafter, unless the context indicates to the
contrary, deemed to include its worldwide subsidiaries and affiliates
and referred to as"D&B" or "the Company"), on the other hand.
WITNESSETH THAT:
WHEREAS, Okun has been employed by the Company since 1971; and
WHEREAS, the parties to this Agreement desire to enter into an
agreement in order to provide benefits and compensation to Okun until
February 28, 1998;
NOW, THEREFORE, in consideration of the premises and in
consideration of the mutual covenants and promises hereinafter
provided and of the actions taken pursuant thereto, the parties
agree as follows:
1. Okun has resigned as Executive Vice President, as an
officer of the Company and from any other D&B, IMS or A.C. Nielsen positions
(other than as an employee) held by him with D&B, IMS
or A.C. Nielsen effective February 17, 1995.
2. The Company will continue Okun as an employee on the active
payroll of the Company until the earlier of the close of business on
February 28, 1998, or his death, when his employment with the Company
shall terminate.
3. Okun will be compensated on a regular payroll basis at an
annual rate of $530,000 until February 28, 1998. In addition, in
February, 1996 he will receive a bonus for 1995 of $450,000. He will
also receive a bonus of $450,000 in February, 1997 for 1996 and a bonus
of $450,000 in February, 1998 for 1997. Okun will not be eligible for
any other bonus payments, nor will he earn any vacation subsequent to
February 17, 1995. Creditable compensation for benefit plan purposes
shall include salary and annual bonus payments (not allowances, unit
awards or other payments described herein) as defined in the
respective plan documents. The Company agrees that Okun will continue
to receive quarterly overbase expatriate allowances until December 31,
1997 in the total gross amount of $50,000 per calendar quarter,
payable during the last month of the quarter, commencing with a
payment in March 1995 and terminating with the final quarterly
payment in December 1997. In addition, Okun shall have no further
obligations with respect to his relocation loan in the amount of 50,000
Swiss francs. Okun may also retain his current Company-owned
automobile, as to which the Company shall continue to pay for
insurance and regularly scheduled maintenance,until February 28,
1998 at which time Okun shall return the automobile in good condition
to the Company, or purchase it at a mutually agreed price. Okun
may retain his portable cellular phone and the home computer and
fax system. Within 30 days of signing this Agreement Okun will
receive a one-time cash allowance in the gross amount of U.S.
$200,000 to cover currency fluctuations related to
overseas assignment salary payments made to him by the Company
in the three (3)calendar years 1992, 1993 and 1994. All payments
provided for herein shall be less required statutory deductions, if any.
If Okun should die prior to the payment of all monies specified in this
Paragraph or in any other Paragraphs of this Agreement, the Company
will make the remaining
-17-
<PAGE>
payments on the dates specified directly to his surviving spouse or to
the legal representative of his estate in the event that his spouse pre
- -deceases him.
4. Until February 28, 1998, Okun will report directly to the
Chief Executive Officer of the Company, and will be reasonably
available, from time to time, to consult on matters relating to the
Company, and will perform such mutually agreed to services for
and on behalf of the Company as shall be reasonably assigned to him.
During this period and for a reasonable period thereafter, if necessary,
Okun will also cooperate fully with respect to any claims, litigations or
investigations currently pending or to be brought by or against the
Company as to which Okun may have knowledge of the facts and
circumstances. It is understood that no reimbursement for business
expenses shall be made to Okun after the date of this Agreement unless
specifically documented in this Agreement or authorized in advance by
the Company.
5. Okun will be eligible to receive all employee benefits,
including medical, disability, dental and life insurance, made
available to active employees of the Company under the terms of the
Company's employee group benefit plans in which he participates on the
date this Agreement is signed until February 28, 1998. The Company
will also provide him with office space and reasonable secretarial
support services for up to twenty-four (24) months at a mutually
agreed upon location in the Zurich, Switzerland area. In addition,
the Company will make available to Okun and pay for the services
of a mutually agreed upon executive level career counselling firm, or,
in lieu of such services, will pay Okun upon his written request a
one-time allowance of $50,000, less required statutory deductions, if any.
6. Okun will continue as a participant in The Dun & Bradstreet
Supplemental Executive Benefit Plan until February 28, 1998.
Commencing August 1, 2001, the first of the month following the date
Okun attains age 55, in addition to the benefit Okun will be entitled
to receive from The Dun & Bradstreet Retirement Plan and the Pension
Benefit Equalization Plan, Okun will receive a benefit from the Dun &
Bradstreet Supplemental Executive Benefit Plan in accordance with the
provisions of that Plan in effect on February 28, 1998, and for the
purpose of determining such benefit, he will be deemed to have
terminated his employment with the Company with the Company's
consent. Retirement benefit calculation estimates are shown
on Exhibit I, attached hereto. At least one year prior to
August 1, 2001 Okun may elect to receive his D&B retirement benefit
in the form of: (1) an annual lifetime annuity, or (2) a one-time
lump sum payment, or (3) a combination of an annual lifetime
annuity and a lump sum payment.
7. Stock option grants made to Okun prior to the date of this
Agreement shall be exercisable or become exercisable in accordance
with the provisions of the stock option and the Dun & Bradstreet Key
Employees Stock Option Plan. In lieu of IMS or D&B Performance unit
grants made to Okun prior to the date of this Agreement Okun shall
receive the following severance payments: in February, 1996, a payment
of $300,000; in February, 1997, a payment of $400,000, and in February,
1998, a payment of $450,000. In lieu of restricted stock grant
opportunities, Okun will receive cash severance payments in the gross
amounts of $300,000 in September, 1998 and $300,000 in March, 1999.
8. Restrictions on the restricted stock awards made to Okun
prior to February 17, 1995 under The Dun & Bradstreet Key Employees
Restricted Stock Plan shall lapse in accordance with the provisions of
that Plan.
<PAGE>
9. It is understood that subsequent to February 17, 1995, Okun
will not be eligible for any additional stock option, performance unit
and/or restricted stock grants.
10. This Agreement shall terminate in its entirety the Change
in Control Severance Agreement between the Company and Okun dated
September 19, 1994 which provides Okun with compensation and benefits
in the event of the actual or constructive termination of his
employment following a Change in Control of the Company and Okun's
sole remedy for any non-performance of this Agreement by the
Company shall be under this Agreement. At the time of the execution
of this Agreement, Okun will deliver his copy of the Change in Control
Severance Agreement to the Company, together with a letter from him
acknowledging that such Agreement has been terminated. The Company
that it shall cause a successor company, or companies, should there
be a change in control of the Company before all payments and benefits
are honored under this Agreement, to make such payments and provide
such benefits to Okun as stated herein.
11. All payments provided under this Agreement are in lieu of
any severance payments or any other payments to which Okun may be
entitled in the United States and any other country and it is
understood that, with the exception of the performance of the
benefits and payments as provided in this Agreement, and benefits
under any Company benefit plans in which Okun is a vested participant
as of February 28, 1998, Okun specifically waives any and all rights
to any other payments or benefits normally given to employees of the
Company in the United States or any other country. Okun also
represents that he is not now an employee of any French company, nor
does he have any previous oral or written employment or severance
agreements with a French company.
12. Okun agrees that for the period from the date of the
execution of this Agreement until March 31, 2000 he will not become
a stockholder (unless such stock is listed on a national securities
exchange or traded on a daily basis in the over-the-counter market),
employee, officer, director, or consultant of or to a corporation or
a member or an employee of or a consultant to a partnership or any
other business or firm which, at the time Okun were to take
such action, competes with any of the businesses then owned or
operated by the Company; nor will he become associated with a
company, partnership, or individual, which company, partnership,
or individual acts as a consultant to businesses in competition
with the Company at the time Okun were to take such action.
Further, Okun agrees that the restrictions contained in this
paragraph shall apply to him whether or not he accepts any
form of compensation from such competing entity or business
consultant. Okun also agrees that for the period from the
execution of this Agreement until March 31, 2000 he will not
recruit or solicit, any customers of the Company to become customers
of any business entity which, at the time Okun were to take such
action, competes with any of the businesses owned or operated
by the Company. In addition, Okun agrees that for the period from
the date of the execution of this Agreement until January 1, 1997
neither Okun, nor any company or entity he controls or manages,
shall hire, or cause to be hired, any employees of the Company.
It is understood that any or all of the restrictions set forth in
this paragraph may be waived with the written consent of the
Company. Nothing in this Agreement shall preclude Okun from any
employment or consulting not prohibited by this paragraph.
<PAGE>
13. Okun agrees that he will not directly or indirectly
disclose any confidential records, data, formulae, specifications and
other trade secrets owned by the Company to any person or use any
such information, except pursuant to court order or as a result of
valid government order (in the case of such disclosure, Okun will
provide the Company with written notice of such.) All records, files,
drawings, documents, models, equipment and the like relating to the
businesses of the Company, which Okun has used, prepared or came in
contact with during his employment by the Company, shall be and
remain the sole property of the Company and shall not be removed
from the premises of the Company without its written consent.
14. From the date this Agreement is signed until March 31,
2000 Okun shall not originate any written or oral statement, news
release, or other public announcement or publication, relating to his
employment by the Company or relating to the Company its
subsidiaries, its customers, its personnel, or agents without the
prior written approval of the Company, except that Okun may
disclose the fact of his prior employment with the Company
and provide a factual description of his job titles and responsibilities
with the Company in accordance with the Curriculum Vitae
approved by the parties. Such factual description shall be limited to
objective facts that are not subject to dispute and
have been publicly disclosed prior thereto. In no event shall Okun
attribute comments or opinions to the Company or disclose or discuss
strategies or issues regarding the Company or its businesses. The
Company agrees that it shall make no statement that personally or
professionally disparages Okun.
15. Okun covenants that from the date of execution of this
Agreement to forever refrain from disclosing to any third party (other
than immediate family members, attorneys and advisors) or other entity
any or all of the terms of this Agreement and covenants not to disclose
same to any third party except pursuant to a court order or other valid
governmental authority and only after giving the Company at least ten
(10) days written notice of such proposed disclosure.
16. Okun agrees that in the event of any breach of the
covenants contained in paragraphs 12, 13, 14 or 15, in addition to any
remedies that may be available to the Company, the Company may cease
all payments required to be made to Okun under this Agreement and/or
recover all such payments previously made to Okun pursuant to the terms
of this Agreement. The parties agree that any such breach would cause
injury to the Company which cannot reasonably or adequately be
quantified and that such relief does not constitute in any way a
penalty or a forfeiture. Further, should such breach not be cured
within five (5) calendar days after written notice of such has been
received by Okun, Okun consents to an immediate injunction in a court
of competent jurisdiction enjoining such breach pending a determination
or resolution of the merits of such dispute.
17. Each of the parties, for themselves, their families,
representatives, successors and assigns, except for the performance
of the undertakings as provided for herein, covenants to forever
refrain from instituting, maintaining, pressing, collecting or in any
way aiding and proceeding upon, and releases and forever discharges one
another and heirs, representatives, successors, assigns, subsidiaries,
affiliates, directors, officers, employees, attorneys, agents, and
trustees or administrators under any Company plans, from any and all
claims, demands, debts, damages, injuries, actions or rights of action
of any nature whatsoever, whether known or unknown, which one party
had, now has or may have against the other party, its heirs,
representatives, successors, assigns, subsidiaries, affiliates,
directors, officers, employees, attorneys, agents, trustees or
administrators under any Company plans, from the beginning of Okun's
employment to and including the date of this Agreement, on account
of, or arising out of any matter related to Okun's employment with
the Company, or the termination of his employment.
<PAGE>
18. Except for the performance of the undertakings as
provided for herein, each party covenants that neither party, nor
any of their respective heirs, representatives, successors and assigns,
subsidiaries or affiliates will commence, prosecute, or cause to be
commenced or prosecuted against the other party or any of its officers,
employees, directors, agents, trustees, administrators, representatives,
subsidiaries, affiliates, heirs, successors or assigns any action or
other proceeding based upon any claims, demands, causes of action,
obligations, damages or liabilities which are being released by this
Agreement nor will any party seek to challenge the validity of this
Agreement; and that each party will hold the other party and its
officers, employees, directors, agents, trustees, administrators,
heirs, representatives, subsidiaries, affiliates, successors, and
assigns harmless from and against any and all claims for damages,
judgments, court costs, attorney's fees, or expenses asserted against
the other party or any of its officers, employees, directors, agents,
trustees, administrators, heirs, representatives, subsidiaries,
affiliates, successors or assigns as a result of or in connection with
any proceeding brought by the other party, its subsidiaries,
affiliates, heirs, representatives, successors, assigns, directors,
officers, attorneys, or other persons under its or his control contrary
to this Agreement.
19. The parties expressly understand and agree that the
performance of this Agreement as provided for herein is in full accord,
satisfaction and discharge of any and all claims by Okun against the
Company and the directors, officers, employees, attorneys or agents of
the Company, and that this Agreement has been executed with the express
intention of extinguishing all obligations the Company has to Okun and
all claims and rights that Okun has or could assert against the Company
and/or the directors, officers, employees, attorneys or agents of the
Company.
20. Okun acknowledges that (a) he has been advised to
consult with an attorney at his own expense before executing this
Agreement and that he has been advised by an attorney or has knowingly
waived his right to do so, (b) he has had a period of at least twenty
- -one (21) days within which to consider this Agreement, (c) he has a
period of seven (7) days from the date that he signs this Agreement
within which to revoke it and that this Agreement will not become
effective or enforceable until the expiration of this seven (7) day
revocation period, (d) he fully understands the terms and contents of
this Agreement and freely, voluntarily knowingly and without coercion
enters into this Agreement, (e) he acknowledges that he is receiving
greater consideration hereunder than he would receive had his
employment been terminated and that the consideration hereunder is
given in exchange for all of the provisions hereof, and (f) he agrees
and acknowledges that the waiver or release by him of rights or claims
he may have under Title VII of the Civil Rights Act of 1964, as
amended, The Employee Retirement Income Security Act, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit
Protection Act and/or any other local, state or federal law dealing
with employment or the termination thereof up to the date of this
Agreement, is knowing and voluntary and, accordingly, that it shall
be a breach of this Agreement, other than to sue for the non-
performance of the obligations hereunder, to institute any action or
to recover any damages that would be in conflict with or contrary to
this acknowledgment or the releases he has granted hereunder.
<PAGE>
21. This Agreement constitutes the entire agreement of the
parties and all prior negotiations or representations are merged
herein or replaced hereby. It shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors,
assigns, heirs and legal representatives, but neither this Agreement
nor any rights hereunder shall be assignable by either party without
the other party's consent. In addition, except as provided herein, it
is understood that this Agreement supersedes any prior employment or
compensation agreement(s) in the United States or any other country
whether written, oral or implied in law or implied in fact between Okun
and The Dun & Bradstreet Corporation, IMS International or A.C.
Nielsen, which prior agreement(s) are hereby terminated. Further, that
except as provided herein, neither Okun nor the Company has any other
legal obligation to one another.
22. The parties agree that any claim arising from the
relationship between the parties, including their relationship under
this Agreement, shall be brought and litigated in the state or federal
court in the State of New York. The parties consent to the exclusive
jurisdiction of those courts and waive all rights, if any, to raise
objections in those courts on the basis of lack of subject matter
jurisdiction, personal jurisdiction, venue, inconvenience or any other
ground. This Agreement shall be interpreted in accordance with the
internal laws of the State of New York.
23. If, for any reason whatsoever, any one or more of the
provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid by a court of competent jurisdiction in a
particular case or in all cases, such circumstances shall not have the
effect of rendering such provision invalid in any other case or
rendering any other provisions of this Agreement inoperative,
unenforceable or invalid.
<PAGE>
IN WITNESS WHEREOF, Okun and The Dun & Bradstreet Corporation,
by its duly authorized agent, have hereunder executed this Agreement.
Dated: April 13, 1995
/s/ Serge Okun
_____________
Serge Okun
THE DUN & BRADSTREET CORPORATION
/s/ Earl H. Doppelt
________________
Earl H. Doppelt
Senior Vice President and General Counsel
<PAGE>
The Dun & Bradstreet Corporation
Estimated Executive Benefit Compensation for Serge Okun
Data Used in Calculation:
Date of Birth: 07/18/46
Date of Hire: 02/02/71
Date of Retirement (DOR) 08/01/2001
Credited Service for Retirement Plan and PBEB 25.6667
<TABLE>
Compensation:
<CAPTION>
Year Number of Months Amount
<S> <C> <C>
1993 10 $395,833.33
1994 12 960,000.00
1995 12 833,157.00
1996 12 980,000.00
1997 12 980,000.00
1998 2 538,333.33
________________________________________________________________________
$4,687,323.66
Final Average Earnings $937,464.72
Percentage of Final Average Earnings for SEBP: 60.00%
</TABLE>
<TABLE>
Summary of Plan Benefits
- -----------------------------------------------------------------------------
<CAPTION>
Lump Sum Amounts Payable 60 Days After DOR
__________________________________________
Life Annuity Estimated Estimated Estimated
Payable Annually Interest Rate Interest Rate Interest Rate
Plan Beginning at DOR less 1/2% 6.82% plus 1/2%
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Retirement Plan 32,359.22 N/A N/A N/A
- ------------------------------------------------------------------------------
Pension Benefit
Equalization Plan 119,117.41 1,507,943.83 1,435,813.31 1,369,729.18
- ------------------------------------------------------------------------------
Supplemental
Executive
Benefit Plan 404,043.49 5,384,116.23 5,126,574.08 4,890,620.55
- ------------------------------------------------------------------------------
Total 555,520.12
- -----------------------------
Social Security
Benefit 6,958.71
- -----------------------------
Grand Total 562,478.83
_____________________________
<FN>
The Interest rate used to calculate lump sums is defined to be 85% of three-
month average of the yields on 15-year coupon U.S. Treasury Bonds. These
rates are determined on the last business day of each month for the three
months immediately preceding retirement or termination.
<FN>
Please Note: Annual life annuity estimate is $555,520.12, plus a Social
Security benefit from either the United States or from another country.
</TABLE>
<PAGE>
Calculation of Benefits:
Retirement Plan and Pension Benefit Equalization Plan
- -----------------------------------------------------
(a) 1.7% x Final Average Earnings x Credited Service up to 25 years x
Early Retirement Factor = 1.7% x $937,464.72 x 25.0000
(b) 1.0% x Final Average Earnings x Credited Service over 25 years x
Early Retirement Factor = 1.0% x $937,464.72 x 0.6667
(c) 1.7% x Social Security Benefit x Credited Service up to 25 years =
1.7% x $14,124 x 25.0000
(d) 0.5% x Social Security Benefit x Credited Service over 25 years
and up to 40 years = 0.5% x $14,124 x 0.6667
Early Retirement Factor = 0.3800
Total Benefit Based on Retirement Plan Formula =
( (a)+(b) - (c)-(d) ) x Early Retirement Factor = $151,476.63
Retirement Plan =
IRS Limit = $32,359.22
Pension Benefit Equalization Plan
= Total Benefit Based on Retirement Plan Formula -
Retirement Plan = $119,117.41
Supplemental Executive Benefit Plan
- ------------------------------------
(a) 50% x Final Average Earnings = 50% x $937,464.72
(b) 2.0% x Final Average Earnings x Credited Service over 10 years and
up to 15 years - 2.0% x $937,464.72 x 5.0000
(c) Social Security Benefit (as defined by the Supplemental Executive
Benefit Plan) = $6,959
(d) Total Benefit Based on Retirement Plan Formula = $151,476.63
Early Retirement Factor = 1.0000
Supplemental Executive Benefit Plan = ( (a) + (b) - (c) - (d) ) x
Early Retirement Factor = $404,043.49
