SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
þ
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004 |
OR
o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-15967 (The Dun & Bradstreet Corporation)
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Profit Participation Plan of The Dun & Bradstreet Corporation
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, NJ 07078
Profit Participation Plan
of The Dun & Bradstreet Corporation
Table of Contents
Page(s) | ||||||||
1 | ||||||||
Financial Statements |
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2 | ||||||||
3 | ||||||||
4-11 | ||||||||
Supplemental Schedule |
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12 | ||||||||
EX-23: CONSENT OF PRICEWATERHOUSECOOPERS LLP |
* | Other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Plan Benefits Committee of
The Dun & Bradstreet Corporation
In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the Profit Participation Plan of The Dun & Bradstreet Corporation (the Plan) at December 31, 2004 and 2003, and the changes in net assets available for plan benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Line 4i Schedule of Assets (Held at End of Year) at December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Florham Park, NJ
June 10, 2005
1
Profit Participation Plan of The Dun & Bradstreet Corporation
(dollars in thousands) | 2004 | 2003 | ||||||
Assets |
||||||||
Investments (see Note 3) |
$ | 789,704 | $ | 732,966 | ||||
Employer contributions receivable |
1,952 | 1,767 | ||||||
Net assets available for plan benefits |
$ | 791,656 | $ | 734,733 | ||||
See accompanying notes to the financial statements.
2
Profit Participation Plan of The Dun & Bradstreet Corporation
(dollars in thousands) | ||||
Additions |
||||
Additions to net assets attributed to |
||||
Investment income |
||||
Net appreciation in fair value of investments (see Note 3) |
$ | 78,987 | ||
Interest income |
10,047 | |||
Dividend income |
2,912 | |||
Total investment income |
91,946 | |||
Contributions |
||||
Participant |
23,676 | |||
Employer |
8,777 | |||
Transfer from Hoovers 401(k) Plan (see Note 1) |
2,479 | |||
Total contributions |
34,932 | |||
Total additions |
126,878 | |||
Deductions |
||||
Benefits paid to participants |
69,898 | |||
Administrative expenses |
57 | |||
Total deductions |
69,955 | |||
Net increase |
56,923 | |||
Net assets available for plan benefits |
||||
Beginning of year |
734,733 | |||
End of year |
$ | 791,656 | ||
See accompanying notes to the financial statements.
3
Profit Participation Plan of The Dun & Bradstreet Corporation
1. | Background and Plan Description | |||
The Dun & Bradstreet Corporation (the Company) maintains a Trust (the Trust) for the purpose of holding the assets of the Profit Participation Plan of The Dun & Bradstreet Corporation (the Plan). | ||||
In 2003 the Company acquired Hoovers. On January 1, 2004 the Hoovers 401(k) Plan was terminated and assets totaling $2,478,985 were transferred into the Plan from the Hoovers 401(k) Plan. Hoovers participants became 100% vested in their Hoovers 401(k) Plan balances upon transfer to the Plan, and are covered under all of the Plans provisions. Hoovers 401(k) Plan assets were invested in comparable investment fund options in the Plan and, prior to the transfer of assets, the Hoovers participants were permitted to change those investment fund options. | ||||
The following summary of major Plan provisions in effect for the plan year is provided for general information purposes only. Participants should refer to the plan document for a more complete description of the Plans provisions. The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has been amended to reflect the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001. | ||||
Eligibility | ||||
Full time team members of the Company are immediately eligible to participate in the Plan on their date of hire. Part time team members who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan. Full time team members hired after March 31, 2004, who have not enrolled in the Plan within 60 days of their hire date, are automatically enrolled at a contribution rate of 3% of pre-tax eligible earnings and contributions are invested equally among the Plans default investment options (the Special Fixed Income Fund and the Barclays Global Investors Balanced Index Fund). Employee contributions are 100% vested immediately. | ||||
Contributions | ||||
Each eligible participant may contribute up to 16% of covered compensation to the Plan on a pre and/or post-tax basis, subject to an overall limit imposed by the Internal Revenue Code (IRC). In addition participants age 50 and over have the ability to contribute up to an additional $3,000 in pre-tax contributions through the Plans catch-up contribution provisions. The Company makes minimum matching contributions equal to 50% of the first 6% of covered compensation contributed by the participant. In addition, the Company makes an additional match calculated based on revenue growth (Revenue Match). The Revenue Match is determined according to a matrix that is based on the external annual guidance provided for the performance measure. The Revenue Match is made in the form of Company Common Stock. | ||||
Participant Accounts | ||||
A separate account is established and maintained for each Plan participant. Contributions are invested in one or more of the Plans investment funds as designated by the participant. The Revenue Match and earlier additional matching contributions made by the Company in the form of Company Common Stock may not be transferred from the Dun & Bradstreet Common Stock Fund |
4
Profit Participation Plan of The Dun & Bradstreet Corporation
until the participant is terminated or reaches the age of 50. In addition, participants may have no more than 50% of contributions directed to The Dun & Bradstreet Common Stock Fund. Income earned and net appreciation or depreciation on plan investments for a given fund are allocated in proportion to the participants account balance in that fund on a daily basis. | ||||
The Plan currently offers the following thirteen funds: |
(a) | The Special Fixed Income Fund is invested in investment contracts with one or more insurance companies and/or other financial institutions. For fixed rate contracts, the interest rate of each contract depends on market conditions at the time the contract is negotiated and the length of the contract. For floating rate contracts, the interest rate is based on the yield of a market index chosen at the time the contract is negotiated and is reset quarterly based on changes in the indexs yield. | |||
(b) | The PIMCO Total Return Fund Administrative Class is invested primarily in investment-grade bonds, including U.S. government, corporate, mortgage-backed and foreign bonds. | |||
(c) | The Barclays Global Investors Balanced Index Fund is invested approximately 60% in an S&P 500 index fund and approximately 40% in a U.S. fixed income index fund. The Fund holds units of Barclays Global Investors Equity Index Fund T and Barclays Global Investors US Debt Market Fund K. | |||
(d) | The Dun & Bradstreet Corporation Common Stock Fund is invested primarily in the common stock of The Dun & Bradstreet Corporation, as well as a small amount of short-term investments held in a Fidelity money market fund to provide liquidity for daily participant activity. | |||
(e) | The Moodys Corporation Common Stock Fund is invested primarily in the common stock of Moodys Corporation, as well as a small amount of short-term investments held in a Fidelity money market fund to provide liquidity for daily participant activity. No new contributions or transfers in are allowed. | |||
(f) | The Fidelity Aggressive Growth Fund is invested primarily in common stocks of domestic and foreign issuers. The fund focuses on medium-sized companies, but may also invest in larger or smaller companies and foreign companies. | |||
(g) | The Fidelity Blue Chip Growth Fund is invested in common stocks of well-known and established companies considered blue chip by the funds portfolio manager. The fund may also invest in companies believed to have above-average growth potential. | |||
(h) | The Fidelity Diversified International Fund is normally invested in non-U.S. securities, primarily in common stock. The fund may invest in emerging markets, convertible securities and cash-equivalent investments. | |||
(i) | The Fidelity Equity Income Fund is normally invested at least 80% of assets in equity securities, primarily in income-producing equity securities which tend to lead to investments |
5
Profit Participation Plan of The Dun & Bradstreet Corporation
in large-cap stocks. The fund may also invest in other types of equity and debt securities, including lower-quality debt securities. | ||||
(j) | The Fidelity Low-Priced Stock Fund is normally invested at least 80% of assets in low-priced common stocks. Low-priced stocks are stocks that are priced at or below $35 per share at time of investment. Often these are stocks of smaller, less well-known companies that the funds portfolio manager considers undervalued. Effective July 1, 2004 this fund was closed to new investors. Participants with balances in the fund prior to July 1st can continue to contribute and transfer into and out of the fund. | |||
(k) | The Barclays Global Investors Mid and Small Capitalization Index Fund is invested in stocks of medium-and small-sized U.S. companies. The fund will consider investing in substantially all U.S. common stocks that are not included in the S&P 500 Index. The fund also holds units in Barclays Global Investors Extended Equity Market Fund K. | |||
(l) | The Barclays Global Investors International Equity Index Fund is invested in stocks of highly capitalized companies in 21 developed countries located in Western Europe, Australia, Japan and the Pacific Rim. The fund also holds units in Barclays Global Investors EAFE Equity Index Fund T. | |||
(m) | The Barclays Global Investors S&P 500 Index Fund is invested in the stocks included in the S&P 500 Index, which contains 500 predominantly large U.S. - based companies. The Fund holds units in Barclays Global Investors Equity Index Fund T. |
Payment of Benefits | ||||
The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. On termination of employment due to death, retirement or disability, a participant or his or her beneficiary is entitled to receive the vested amount allocated to the participants account as a lump sum distribution or in annual installments over a period of not longer than 20 years. For all other terminations and for participant accounts with five-thousand dollars or less, distributions are paid as a lump sum payment. | ||||
Participant Loans | ||||
Participants may obtain loans from the Plan, which are secured by the vested balance in their accounts. The Plan limits the total number and amount of loans outstanding at any time for each participant, to two general-purpose loans and one principal residence loan. The minimum loan amount is $500 and the maximum is the lower of 50% of a participants vested account balance or $50,000, limited by existing outstanding loans. Interest rates applicable to Plan loans are based on the prime rate as reported in The Wall Street Journal on the last business day of the month before the loan is processed plus 200 basis points. At December 31, 2004 and 2003, interest on participant loans ranged between 5% and 11.5%. | ||||
Vesting | ||||
Participants are immediately vested in their employee contributions plus actual earnings thereon. The Plan provides for 100% vesting in the value of Company contributions plus actual earnings thereon to a participants Plan account at the end of three years of vesting service. In addition, a |
6
Profit Participation Plan of The Dun & Bradstreet Corporation
participant becomes 100% vested in the value of Company contributions immediately upon attainment of age 65 or if he/she becomes totally and permanently disabled or dies. | ||||
Amounts forfeited by nonvested or partially vested participants who terminated employment during the year ended December 31, 2004 were $374,814. As of December 31, 2004, forfeited participant accounts totaled $28,116 and will be used to reduce future Company contributions. | ||||
Administration of the Plan | ||||
Effective September 29, 2003 the Board of Directors of the Company replaced the Management Employee Benefits Committee with a three-committee structure, consisting of the Plan Benefits Committee, the Qualified Plan Investment Committee and the Plan Administration Committee. Fidelity Management Trust Company (the Trustee) is the Trustee of the Plan and has custody of the Plans assets. The expenses of administering the Plan are paid by the Company except for investment management fees which are charged to the Plan. | ||||
Plan Termination | ||||
While the Company has not expressed any intention to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of ERISA and the IRC, which state that, in such event, all participants of the Plan shall be fully vested in the amounts credited to their accounts. | ||||
2. | Summary of Significant Accounting Policies | |||
Basis of Accounting | ||||
The financial statements of the Plan are prepared on the accrual method of accounting. | ||||
Use of Estimates | ||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and to disclose contingent assets and liabilities. The most significant estimates of the Plan relate to the valuation of investments. Actual results could differ from those estimates. | ||||
Risks and Uncertainties | ||||
The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits. | ||||
Payment of Benefits | ||||
Benefits are recorded when paid. |
7
Profit Participation Plan of The Dun & Bradstreet Corporation
Investment Valuation | ||||
Investments in Mutual Funds are valued at the closing fund share price based on market quotations on the last business day of the plan year. Investments in common stock are valued based on their closing quoted market price on the last business day of the plan year. Common/Collective Trusts are valued at the net asset value as reported by the fund managers. Fair values of the underlying investments are based upon the latest published market quotations, where available. Investments in benefit responsive contracts with insurance companies are valued at contract value. | ||||
Investment Transactions and Investment Income | ||||
Purchases and sales of securities are reflected on a trade date basis. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. | ||||
3. | Investments | |||
Investments held by the Plan at December 31, 2004 and 2003 are summarized as follows (in thousands): |
2004 | 2003 | |||||||
At fair value |
||||||||
Common Stocks |
$ | 164,474 | $ | 131,594 | ||||
Common/Collective Trusts |
272,348 | 258,667 | ||||||
Mutual Funds |
105,179 | 83,864 | ||||||
Money Market Funds |
9,534 | 13,857 | ||||||
Participant Loans |
6,009 | 6,473 | ||||||
At contract value |
||||||||
Investment Contracts |
232,160 | 238,511 | ||||||
Total Investments Held by the Plan |
$ | 789,704 | $ | 732,966 | ||||
8
Profit Participation Plan of The Dun & Bradstreet Corporation
Investments that represent 5% or more of the Plans net assets at December 31, 2004 and 2003 are identified as follows (in thousands): |
2004 | 2003 | |||||||
Common Stocks |
||||||||
The Dun & Bradstreet Corporation Common Stock |
$ | 72,042 | $ | 59,265 | ||||
Moodys Corporation Common Stock |
92,432 | 72,329 | ||||||
Common/Collective Trust |
||||||||
Barclays Global Investors S&P 500 Index |
195,911 | 190,291 | ||||||
Investment Contracts |
||||||||
Metropolitan Life Inc Co. |
58,048 | 75,305 | ||||||
Pacific Life Insurance Co. |
55,222 | 52,738 | ||||||
Principal Life Insurance |
43,470 | 30,606 | ||||||
Travelers Insurance Company |
38,001 | 36,638 | ||||||
Investments individually less than 5% |
234,578 | 215,794 | ||||||
Total investments |
$ | 789,704 | $ | 732,966 | ||||
This footnote represents only the depreciation/appreciation in the funds. Other factors, such as contributions, withdrawals, interest income and dividend income also contributed to the change in net assets. During 2004, the Plans investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated or appreciated in value as follows (in thousands): | ||||
Net Appreciation in Investments |
Common Stocks |
||||
The Dun & Bradstreet Corporation Common Stock |
$ | 10,751 | ||
Moodys Corporation Common Stock |
29,740 | |||
Common/Collective Trusts |
||||
Barclays Global Investors Mid and Small Capitalization Index Fund |
5,816 | |||
Barclays Global Investors S&P 500 Index Fund |
19,584 | |||
Barclays Global Investors International Equity Index Fund |
2,365 | |||
Barclays Global Investors Balanced Index Fund |
1,829 | |||
Mutual Funds |
||||
Fidelity Equity Income Fund |
699 | |||
Fidelity Blue Chip Growth Fund |
833 | |||
Fidelity Low-Price Stock Fund |
3,279 | |||
Fidelity Aggressive Growth Fund |
1,851 | |||
Fidelity Diversified International Fund |
2,308 | |||
PIMCO Total Return Fund - Administrative Class |
(68 | ) | ||
Total net appreciation |
$ | 78,987 | ||
9
Profit Participation Plan of The Dun & Bradstreet Corporation
4. | Company-Directed Investments | |||
Information about the net assets and the significant components of the changes in net assets relating to the Company-directed Revenue Match and earlier additional matches by the Company is as follows (in thousands): |
December 31, | ||||||||
2004 | 2003 | |||||||
Net assets |
||||||||
The Dun & Bradstreet Corporation Common Stock |
$ | 17,642 | $ | 14,634 |
Year Ended | ||||
December 31, | ||||
2004 | ||||
Changes in net assets |
||||
Contributions |
$ | 1,767 | ||
Net appreciation in fair value of investments |
2,578 | |||
Administrative expenses |
(6 | ) | ||
Benefits paid to participants |
(970 | ) | ||
Forfeitures |
(138 | ) | ||
Transfers to participant-directed investments |
(223 | ) | ||
$ | 3,008 | |||
5. | Contracts with Insurance Companies | |||
The Plan has entered into benefit-responsive investment contracts with various insurance companies. The average life of the contracts is 3 to 5 years. Participants in the Plan can invest in these contracts by allocating a percentage of their contributions into the Special Fixed Income Fund. The Special Fixed Income Fund is credited with earnings on the underlying investment contracts and charged for participant withdrawals. Such contracts are included in the financial statements at contract value as reported to the Plan by the respective contract issuers. Contract values represent contributions made under the contract, plus earnings, less participant withdrawals. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The average yield and crediting interest rates ranged from 2.20% to 5.48% for 2004 and 1.93% to 7.14% for 2003. Credited interest rates for fixed rate contracts are fixed for the duration of such contracts and depend upon market conditions when the contract is negotiated. For floating rate contracts, interest rates are reset each quarter. The fair value of the contracts as of December 31, 2004 and 2003 were $231,949,693 and $243,464,447, respectively. The fair value of insurance contracts is a required financial statements disclosure for information purposes only. |
10
Profit Participation Plan of The Dun & Bradstreet Corporation
6. | Tax Status | |||
The Internal Revenue Service has determined and informed the Company by a letter dated December 2, 2002, that the Plan and related Trust are designed in accordance with applicable sections of the IRC. Although the letter does not address plan amendments required by the Economic Growth and Tax Relief Reconciliation Act of 2001, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no provision is made for income taxes in the accompanying financial statements. | ||||
7. | Related-Party Transactions | |||
Certain plan investments are in shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for administrative services amounted to $57,428 for the year ended December 31, 2004. |
11
Profit Participation Plan of The Dun & Bradstreet Corporation
Price Per | Number of | Fair Market | ||||||||||
Description of Investments | Share/Unit | Shares/Units | Value | |||||||||
Common Stocks |
||||||||||||
The Dun & Bradstreet Corporation Common Stock |
59.65 | 1,207,745 | $ | 72,041,989 | ||||||||
Moodys Corporation Common Stock |
86.85 | 1,064,272 | 92,432,023 | |||||||||
164,474,012 | ||||||||||||
Common/Collective Trusts |
||||||||||||
Barclays Global Investors Mid and Small Capitalization Index Fund |
31.74 | 1,207,989 | 38,341,568 | |||||||||
Barclays Global Investors S&P 500 Index Fund |
36.19 | 5,413,390 | 195,910,588 | |||||||||
Barclays Global Investors International Equity Index Fund |
11.00 | 1,304,074 | 14,344,816 | |||||||||
Barclays Global Investors Balanced Index Fund |
11.89 | 1,997,134 | 23,750,913 | |||||||||
272,347,885 | ||||||||||||
Mutual Funds |
||||||||||||
Fidelity Equity Income Fund* |
52.78 | 241,268 | 12,734,104 | |||||||||
Fidelity Blue Chip Growth Fund* |
41.71 | 394,684 | 16,462,267 | |||||||||
Fidelity Low-Priced Stock Fund* |
40.25 | 667,002 | 26,846,843 | |||||||||
Fidelity Aggressive Growth Fund* |
16.60 | 1,092,307 | 18,132,296 | |||||||||
Fidelity Diversified International Fund* |
28.64 | 575,486 | 16,481,931 | |||||||||
PIMCO Total Return Fund - Administrative Class |
10.67 | 1,361,005 | 14,521,921 | |||||||||
105,179,362 | ||||||||||||
Investment Contracts at Contract Value |
||||||||||||
Metropolitan Life Insurance Co #28352 4/01/05 4.64% |
1.00 | 22,599,181 | 22,599,181 | |||||||||
Metropolitan Life Insurance Co #28891 10/01/08 3.56% |
1.00 | 18,805,883 | 18,805,883 | |||||||||
Metropolitan Life Insurance Co #29126 10/01/09 3.61% |
1.00 | 16,643,299 | 16,643,299 | |||||||||
New York Life Insurance #GA31397 3/31/06 2.75% |
1.00 | 5,538,196 | 5,538,196 | |||||||||
New York Life Insurance #GA31459 10/01/07 2.93% |
1.00 | 7,051,755 | 7,051,755 | |||||||||
New York Life Insurance #GA31862 4/01/08 2.28% |
1.00 | 6,034,405 | 6,034,405 | |||||||||
New York Life Insurance #GA31817 10/01/08 3.51% |
1.00 | 18,794,517 | 18,794,517 | |||||||||
Pacific Life Insurance Co #G-26694-01 4/03/06 5.48% |
1.00 | 30,687,659 | 30,687,659 | |||||||||
Pacific Life Insurance Co #G-26694-02 4/01/08 3.76% |
1.00 | 24,534,124 | 24,534,124 | |||||||||
Principal Life Insurance #4-04402-09 4/01/08 3.72% |
1.00 | 19,190,495 | 19,190,495 | |||||||||
Principal Life Insurance #4-04402-10 4/02/07 2.20% |
1.00 | 3,025,333 | 3,025,333 | |||||||||
Principal Life Insurance #4-04402-11 4/01/09 3.29% |
1.00 | 4,610,689 | 4,610,689 | |||||||||
Principal Life Insurance #4-04402-12 4/01/09 3.63% |
1.00 | 16,643,944 | 16,643,944 | |||||||||
Travelers Insurance Co #GR 18419 4/02/07 3.72% |
1.00 | 38,000,669 | 38,000,669 | |||||||||
232,160,149 | ||||||||||||
Money Market Mutual Fund |
||||||||||||
Fidelity Investments Short Term Investment Fund* |
9,533,760 | |||||||||||
Participant Loans |
||||||||||||
Loans to Participants |
6,008,674 | |||||||||||
Total investments |
$ | 789,703,842 | ||||||||||
* | Party in interest transaction. |
12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Benefits Committee of the Dun & Bradstreet Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION (Name of Plan)
Date: June 27, 2005